g29g10g14g3g14g3g47g1Ag19g15g1Bg1Cg17g47g49g14g11g4Bg57g50g3g29g32g35g30g3g29g10g14g37g44g45g4Fg48g3g52g49g3g26g52g51g57g48g51g57g56As filed with the Securities and Exchange Commission on October 28, 2019.Registration No. 333- g63g63g63UNITED STATESSECURITIES AND EXCHANGE COMMISSIONWashington, D.C. 20549g63g63FORM F-1REGISTRATION STATEMENTUNDERTHE SECURITIES ACT OF 1933g63g63LIZHI INC.(Exact Name of Registrant as Specified in Its Charter)g63g63Not Applicable(Translation of Registrants name into English)g63g63g63Cayman Islands 7370 Not Applicable(State or Other Jurisdiction ofIncorporation or Organization) (Primary Standard IndustrialClassification Code Number) (I.R.S. EmployerIdentification Number)Yangcheng Creative Industry Zone,No. 309 Middle Huangpu Avenue,Tianhe District, Guangzhou 510655,The Peoples Republic of China+86 20 8381-8791(Address, Including Zip Code, and Telephone Number, Including Area Code, of Registrants Principal Executive Offices)g63g63Cogency Global Inc.10 E. 40th Street, 10th FloorNew York, the United StatesNY 10016+1 800 221-0102(Name, address, including zip code, and telephone number, including area code, of agent for service)g63g63Copies to:g63 Li He, Esq.Davis Polk & Wardwell LLPc/o 18th Floor, The Hong Kong Club Building3A Chater RoadCentral, Hong Kong+852 2533-3300 James C. Lin, Esq.Davis Polk & Wardwell LLPc/o 18th Floor, The Hong Kong Club Building3A Chater RoadCentral, Hong Kong+852 2533-3300 Z. Julie Gao, Esq.Skadden, Arps, Slate, Meagher & Flom LLPc/o 42/F, Edinburgh Tower, The Landmark15 Queens Road CentralHong Kong+852 3740-4700g63 g63Approximate date of commencement of proposed sale to the public:As soon as practicable after the effective date of this registration statement.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, check the following box and list the SecuritiesAct 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 registrationstatement number of the earlier effective registration statement for the same offering. If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registrationstatement 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 touse the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the SecuritiesAct. The term “new or revised financial accounting standard” refers to any update issued by the Financial Accounting Standards Board to its Accounting StandardsCodification after April 5, 2012.g63g63CALCULATION OF REGISTRATION FEEg63 Title of each class ofsecurities to be registered Proposedmaximumaggregateoffering price(2)(3) Amount ofregistration feeClass A ordinary shares, par value US$0.0001 per share(1)(2) US$100,000,000 US$12,980 (1) American depositary shares issuable upon deposit of Class A ordinary shares registered hereby will be registered under a separate registration statement on FormF-6 (Registration No. 333- ). Each American depositary share represents Class A ordinary shares.(2) Includes Class A ordinary shares initially offered and sold outside the United States that may be resold from time to time in the United States either as part of theirdistribution or within 40 days after the later of the effective date of this registration statement and the date the shares are first bona fide offered to the public, andalso includes Class A ordinary shares that are issuable upon the exercise of the underwriters over-allotment option. These Class A ordinary shares are not beingregistered for the purpose of sales outside the United States.(3) Estimated solely for the purpose of computing the amount of the registration fee pursuant to Rule 457(o) under the Securities Act of 1933.g63 g63The registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until the registrant shall filea further amendment which specifically states that this registration statement shall thereafter become effective in accordance with Section 8(a) of the SecuritiesAct of 1933, as amended, or until the registration statement shall become effective on such date as the United States Securities and Exchange Commission,acting pursuant to such Section 8(a), may determine.g63g63g63g37g44g45g4Fg48g3g52g49g3g26g52g51g57g48g51g57g56The information in this prospectus is not complete and may be changed. We may not sell these securities until the registration statementfiled with the Securities and Exchange Commission is effective. This prospectus is not an offer to sell these securities and it is not solicitingan offer to buy these securities in any state where the offer or sale is not permitted.g63Subject to completionPreliminary Prospectus dated , 2019American Depositary Sharesg63LIZHI INC.Representing Class A Ordinary Sharesg63 g63This is an initial public offering of American depositary shares, or ADSs, representing Class A ordinary shares of LIZHI INC. We are offering ADSs. Each ADS represents of our Class A ordinary shares, par value US$0.0001 per share.Prior to this offering, there has been no public market for the ADSs. It is currently estimated that the initial public offering price per ADS will bebetween US$ and US$ .We intend to apply to list the ADSs representing our Class A ordinary shares on the New York Stock Exchange / Nasdaq Global Select Marketunder the symbol “LIZI.”We are an “emerging growth company” under applicable U.S. federal securities laws and are eligible for reduced public company reportingrequirements.Immediately prior to the completion of this offering, our outstanding share capital will consist of Class A ordinary shares and Class B ordinaryshares. Our Founders, Mr. Jinnan (Marco) Lai and Mr. Ning Ding, will beneficially own all of our issued Class B ordinary shares. The Class B ordinaryshares will constitute approximately % of our total issued and outstanding share capital immediately after the completion of this offering and %of the aggregate voting power of our total issued and outstanding share capital immediately after the completion of this offering, assuming theunderwriters do not exercise their over-allotment option and excluding 25,428,430 Class A ordinary shares issued to Kastle Limited, which holds suchClass A ordinary shares in trust for the benefit of certain of our senior management and directors. Holders of Class A ordinary shares and Class Bordinary shares have the same rights except for voting and conversion rights. Each Class A ordinary share is entitled to one vote, and each Class Bordinary shares is entitled to 10 votes and is convertible into one Class A ordinary share at any time by the holder thereof. Class A ordinary shares arenot convertible into Class B ordinary shares under any circumstances. Upon any sale, transfer, assignment or disposition of any Class B ordinary sharesby a holder thereof to any person who is not a Founder or an affiliate of a Founder, each of such Class B ordinary shares will be automatically andimmediately converted into one Class A ordinary share. See “Description of Share Capital.” Immediately following the completion of this offering, we willbe a “controlled company” within the meaning of the NYSE / Nasdaq rules. See “Principal Shareholders.”g63 g63See “Risk Factors” beginning on page 21 for factors you should consider before buying the ADSs.g63g63Neither the United States Securities and Exchange Commission nor any other regulatory body has approved or disapproved of thesesecurities or passed upon the accuracy or adequacy of this prospectus. Any representation to the contrary is a criminal offense.g63Per ADS Total Public offering price US$ US$ Underwriting discounts and commissions(1) US$ US$ Proceeds, before expenses, to us US$ US$ g63(1) See “Underwriting” for additional disclosure regarding compensation payable by us to the underwriters.The underwriters have an option to purchase up to an additional ADSs from us at the initial public offering price less the underwritingdiscounts and commissions, within 30 days from the date of this prospectus.The underwriters expect to deliver the ADSs against payment in U.S. dollars in New York, New York on , 2019.g63g63g63Credit Suisse Citigroupg63g63The date of this prospectus is , 2019.g37g44g45g4Fg48g3g52g49g3g26g52g51g57g48g51g57g56g37g44g45g4Fg48g3g52g49g3g26g52g51g57g48g51g57g56g37g44g45g4Fg48g3g52g49g3g26g52g51g57g48g51g57g56g63TABLE OF CONTENTSg63Page PROSPECTUS SUMMARY 1 RISK FACTORS 21 SPECIAL NOTE REGARDING FORWARD -LOOKING STATEMENTS 75 USE OF PROCEEDS 76 DIVIDEND POLICY 77 CAPITALIZATION 78 DILUTION 80 ENFORCEABILITY OF CIVIL LIABILITIES 82 CORPORATE HISTORY AND STRUCTURE 84 SELECTED CONSOLIDATED FINANCIAL DATA 91 MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS 94 INDUSTRY OVERVIEW 119 BUSINESS 126 REGULATION 153 MANAGEMENT 168 PRINCIPAL SHAREHOLDERS 175 RELATED PARTY TRANSACTIONS 178 DESCRIPTION OF SHARE CAPITAL 179 DESCRIPTION OF AMERICAN DEPOSITARY SHARES 193 SHARES ELIGIBLE FOR FUTURE SALE 203 TAXATION 205 UNDERWRITING 211 EXPENSES RELATING TO THIS OFFERING 220 LEGAL MATTERS 221 EXPERTS 222 WHERE YOU CAN FIND ADDITIONAL INFORMATION 223 INDEX TO THE CONSOLIDATED FINANCIAL STATEMENTS F-1 g63 g63We have not authorized anyone to provide any information other than that contained in this prospectus or in any free writing prospectus preparedby or on behalf of us or to which we may have referred you. We take no responsibility for, and can provide no assurance as to the reliability of, any otherinformation that others may give you. We and the underwriters have not authorized any other person to provide you with different or additionalinformation. Neither we nor the underwriters are making an offer to sell the ADSs representing our Class A ordinary shares in any jurisdiction where theoffer or sale is not permitted. This offering is being made in the United States and elsewhere solely on the basis of the information contained in thisprospectus. You should assume that the information appearing in this prospectus is true, complete and accurate only as of the date of this prospectus,regardless of the time of delivery of this prospectus or any sale of the ADSs representing our Class A ordinary shares. Our business, financial condition,results of operations and prospects may have changed since the date of this prospectus.We have not taken any action to permit a public offering of the ADSs representing our Class A ordinary shares outside the United States or topermit the possession or distribution of this prospectus outside the United States. Persons outside the United States who come into possession of thisprospectus must inform themselves about and observe any restrictions relating to the offering of the ADSs and the distribution of the prospectus outsidethe United States.Until , 2019 (the 25th day after the date of this prospectus), all dealers that buy, sell or trade ADSs, whether or notparticipating in this offering, may be required to deliver a prospectus. This is in addition to the obligation of dealers to deliver a prospectuswhen acting as underwriters and with respect to their unsold allotments or subscriptions.g63ig37g44g45g4Fg48g3g52g49g3g26g52g51g57g48g51g57g56PROSPECTUS SUMMARYThe following summary is qualified in its entirety by, and should be read in conjunction with, the more detailed information and financialstatements and the related notes appearing elsewhere in this prospectus. In addition to this summary, we urge you to read the entire prospectuscarefully, especially the risks of investing in our ADSs discussed under “Risk Factors” and information contained in “Managements Discussionand Analysis of Financial Condition and Results of Operations” before deciding whether to buy our ADSs. Investors should note that LIZHI INC.,our ultimate Cayman Islands holding company, does not directly own any substantive business operations in the PRC and all of our businesses inthe PRC as described in this prospectus are operated through our VIEs.OverviewOur mission is to enable everyone to showcase vocal talent. Driven by this, we have transformed the audio industry to create Lizhi, a mobileapp for everyone to create, store, share, discover and enjoy audio, and interact through it.What Inspires UsHuman voice is powerful. It reveals our feelings and thoughts, creates understanding and empathy, and fills us with joy and inspirations. Itestablishes companionship and brings us together in a way like no other medium.Over 100 years ago, radio was invented to connect the world through human voices. Its massive reach, seamless transmission, and ubiquitouspresence have changed and enriched everyones life. Fifteen years ago, the rapid development of internet gave rise to podcasts, attracting a youngeraudience and nurturing audio hosts of the future.Now, with the rise of mobile technology, we saw an opportunity to transform audio creation and sharing to elevate the roles of voices inpeoples lives. Thats why we built Lizhi six years agoto revamp traditional radio and podcasts to create a bigger and more accessible stage foreveryone to create, store, share, discover and enjoy audio, and interact through it.AI technology has been transforming the way we create and share audio content. Human voice is unique in expressing ones mood andfeelings, as the pitches and tones associated with different moods are often subconscious and difficult to forge. AI technology can help us discernones voices to understand their feelings and behaviors and further elevate the role of voices in peoples lives. We will also endeavor to integratesocial responsibilities into our product offerings, through finding people the voices they l