BANCO SANTANDER CHILE

Regulatory Filings • Jul 22, 2025

F-6 1 e664720_f6-bsc.htm

As filed with the U.S. Securities and Exchange Commission on July 22, 2025

Registration No. 333-

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

________

FORM F-6

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

For Depositary Shares Evidenced by American Depositary Receipts

_______

Banco Santander Chile

(Exact name of issuer of deposited securities as specified in its charter)

Santander-Chile Bank

(Translation of issuer's name into English)

Chile

(Jurisdiction of incorporation or organization of issuer)

JPMORGAN CHASE BANK, N.A.

(Exact name of depositary as specified in its charter)

383 Madison Avenue, Floor 11, New York, New York 10179

Telephone (800) 990-1135

(Address, including zip code, and telephone number, including area code, of depositary's principal executive offices)

---

Cogency Global Inc.

122 East 42 nd Street, 18 th Floor

New York, NY 10168

+1 800-221-0102

(Address, including zip code, and telephone number, including area code, of agent for service)

Copy to:

Scott A. Ziegler, Esq.
Ziegler, Ziegler & Associates LLP 570 Lexington Avenue, Suite 2405 New York, New York 10022 (212) 319-7600

It is proposed that this filing become effective under Rule 466

| ☐ | immediately
upon filing |
| --- | --- |
| ☐ | on
(Date) at (Time) |
| If a separate registration statement has been filed to register the deposited shares, check the following box. ☐ | |

CALCULATION OF REGISTRATION FEE

Title of each class of Securities to be registered	Amount to be registered	Proposed maximum aggregate price per unit (1)	Proposed maximum aggregate offering price (2)	Amount of registration fee
American Depositary Shares evidenced by American Depositary Receipts, each American Depositary Share representing 400 common shares of Banco Santander Chile	100,000,000 American Depositary Shares	$0.05	$5,000,000	$765.50

(1) Each unit represents one American Depositary Share.

(2) Estimated solely for the purpose of calculating the registration fee. Pursuant to Rule 457(k), such estimate is computed on the basis of the maximum aggregate fees or charges to be imposed in connection with the issuance of American Depositary Receipts evidencing American Depositary Shares.

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 Commission, acting pursuant to said Section 8(a), may determine.

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PART I

INFORMATION REQUIRED IN PROSPECTUS

The Prospectus consists of the proposed form of American Depositary Receipt ("ADR" or "American Depositary Receipt") included as Exhibit A to the form of Second Amended and Restated Deposit Agreement filed as Exhibit (a) to this Registration Statement on Form F-6, which is incorporated herein by reference.

Item 1. DESCRIPTION OF SECURITIES TO BE REGISTERED

CROSS REFERENCE SHEET

| Item Number and Caption — (1) | Name
and address of Depositary | | Location in Form of American Depositary Receipt Filed Herewith as Prospectus — Introductory paragraph and bottom of face of American Depositary Receipt |
| --- | --- | --- | --- |
| (2) | Title
of American Depositary Receipts and identity of deposited securities | | Face of American Depositary Receipt, top center |
| | Terms of Deposit: | | |
| | (i) | Amount
of deposited securities represented by one unit of American Depositary Shares | Face of American Depositary Receipt, upper right corner |
| | (ii) | Procedure
for voting the deposited securities | Paragraph (12) |
| | (iii) | Procedure
for collecting and distributing dividends | Paragraphs (4), (5), (7) and (10) |
| | (iv) | Procedures
for transmitting notices, reports and proxy soliciting material | Paragraphs (3), (8) and (12) |
| | (v) | Sale
or exercise of rights | Paragraphs (4), (5) and (10) |
| | (vi) | Deposit or sale of securities resulting from dividends, splits or plans of reorganization | Paragraphs (4), (5), (10) and (13) |
| | (vii) | Amendment,
extension or termination of the Deposit Agreement | Paragraphs (16) and (17) |
| | (viii) | Rights
of holders of ADRs to inspect the transfer books of the Depositary and the list of holders of ADRs | Paragraph (3) |
| | (ix) | Restrictions
upon the right to transfer or withdraw the underlying securities | Paragraphs (1), (2), (4), and (5) |
| | (x) | Limitation
upon the liability of the Depositary | Paragraph (14) |
| (3) | Fees and charges that a holder of ADRs may have to pay, either directly or indirectly | | Paragraph (7) |

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Item 2. AVAILABLE INFORMATION

Item Number and Caption	Location in Form of American Depositary Receipt Filed Herewith as Prospectus
(b) Statement that Banco Santander Chile is subject to the periodic reporting requirements of the Securities Exchange Act of 1934, as
amended, and, accordingly files certain reports with the Securities and Exchange Commission, and that such reports can be inspected by
holders of American Depositary Receipts and copied through the EDGAR system or at public reference facilities maintained by the Securities
and Exchange Commission in Washington, D.C.	Paragraph (8)

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PART II

INFORMATION NOT REQUIRED IN PROSPECTUS

Item 3. EXHIBITS

(a) Form of Deposit Agreement . Form of Second Amended and Restated Deposit Agreement dated as of , 2025 among Banco Santander Chile, JPMorgan Chase Bank, N.A., as depositary (the "Depositary"), and all Holders and Beneficial Owners from time to time of ADRs issued thereunder (the "Deposit Agreement"), including the form of American Depositary Receipt. Filed herewith as Exhibit (a).

(b) Any other agreement to which the Depositary is a party relating to the issuance of the American Depositary Shares registered hereunder or the custody of the deposited securities represented thereby . Not Applicable.

(c) Every material contract relating to the deposited securities between the Depositary and the issuer of the deposited securities in effect at any time within the last three years . Not Applicable.

(d) Opinion of Ziegler, Ziegler & Associates LLP, counsel to the Depositary, as to the legality of the securities being registered . Filed herewith as Exhibit (d).

(e) Certification under Rule 466. Not applicable.

(f) Powers of Attorney for certain officers and directors and the authorized representative of the Company. Set forth on the signature pages hereto.

Item 4. UNDERTAKINGS

(a) The Depositary hereby undertakes to make available at the principal office of the Depositary in the United States, for inspection by holders of the American Depositary Receipts, any reports and communications received from the issuer of the deposited securities which are both (1) received by the Depositary as the holder of the deposited securities, and (2) made generally available to the holders of the underlying securities by the issuer.

(b) If the amounts of fees charged are not disclosed in the prospectus, the Depositary undertakes to prepare a separate document stating the amount of any fee charged and describing the service for which it is charged and to deliver promptly a copy of such fee schedule without charge to anyone upon request. The Depositary undertakes to notify each registered holder of an American Depositary Receipt thirty days before any change in the fee schedule.

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SIGNATURE

Pursuant to the requirements of the Securities Act of 1933, as amended, JPMorgan Chase Bank, N.A. on behalf of the legal entity created by the Deposit Agreement, certifies that it has reasonable grounds to believe that all the requirements for filing on Form F-6 are met and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in The City of New York, State of New York, on July 22, 2025.

| Legal entity
created by the form of Deposit Agreement for the issuance of ADRs evidencing American Depositary Shares | |
| --- | --- |
| By: | JPMORGAN CHASE BANK, N.A., as Depositary |
| By: | /s/ Gregory A. Levendis |
| Name: | Gregory A. Levendis |
| Title: | Executive Director |

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SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, Banco Santander Chile certifies that it has reasonable grounds to believe that all the requirements for filing on Form F-6 are met and has duly caused this Registration Statement on Form F-6 to be signed on its behalf by the undersigned, thereunto duly authorized, on July 22, 2025.

Banco Santander Chile
By: .	/s/ Andres Trautmann Buc
Name:	Andres Trautmann Buc
Title:	Chief Executive Officer

POWERS OF ATTORNEY

KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Andres Trautmann Buc and Patricia Pérez Pallacán, and each of them, his or her true and lawful attorneys-in-fact and agents, each with full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign any or all amendments (including post-effective amendments) to this Registration Statement and any and all related registration statements pursuant to Rule 462(b) of the Securities Act, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them, or their substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

Under the requirements of the Securities Act, this Registration Statement has been signed by the following persons on July 22, 2025, in the capacities indicated.

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SIGNATURES

Signature	Title
/s/ Claudio Melandri Hinojosa Claudio Melandri Hinojosa	President of the Board
/s/ Rodrigo Vergara Montes Rodrigo Vergara Montes	First Vice President of the Board
/s/ Orlando Poblete Iturrate Orlando Poblete Iturrate	Second Vice President of the Board
/s/ Andres Trautmann Buc Andres Trautmann Buc	Chief Executive Officer
/s/ Patricia Pérez Pallacán Patricia Pérez Pallacán	Chief Financial Officer
/s/ Jonathan Covarrubias Jonathan Covarrubias	Chief Accounting Officer
/s/ María Olivia Recart María Olivia Recart	Director
/s/ Felix de Vicente Mingo Felix de Vicente Mingo	Director
/s/ Ana Dorrego de Carlos Ana Dorrego de Carlos	Director
/s/ Rodrigo Echenique Gordillo Rodrigo Echenique Gordillo	Director
/s/ Lucia Santa Cruz Sutil Lucia Santa Cruz Sutil	Director
/s/ Blanca Bustamante Bravo Blanca Bustamante Bravo	Director

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SIGNATURE OF AUTHORIZED REPRESENTATIVE OF THE REGISTRANT

Under the Securities Act of 1933, as amended, the undersigned, the duly authorized representative in the United States of Banco Santander Chile, has signed this Registration Statement in New York, New York, on July 22, 2025.

Authorized U.S. Representative
By:	/s/ Colleen A. De Vries
Name:	Colleen A. De Vries
Title:	Senior Vice President on behalf of Cogency Global Inc.

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INDEX TO EXHIBITS

Exhibit Number
(a)	Form of Second Amended and Restated Deposit Agreement.
(d)	Opinion of Ziegler, Ziegler & Associates LLP, counsel to the Depositary, as to the legality of the securities to be registered.