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Fiat announced on 3 July in a regulatory filing this prospectus that relates to (i) the common shares (“FCA common shares”) of Fiat Investments N.V. (to be renamed Fiat Chrysler Automobiles N.V. upon effectiveness of the Merger) (“FCA”), to be issued by FCA to holders of ordinary shares (“Fiat ordinary shares”) of Fiat S.p.A. (“Fiat”) and (ii) the special voting shares of FCA (“special voting shares”) to be issued by FCA, subject to certain conditions, to eligible electing holders of ordinary shares of Fiat in connection with the proposed merger of Fiat with and into FCA, a wholly owned subsidiary of Fiat organized under Dutch law (the “Merger”). Upon completion of the Merger, FCA will become the holding company of the Group (as defined below).

This Registration Statement relates to common shares of the Registrant, nominal value EUR 0.01 per share (the “FCA common shares”), to be issued to holders of ordinary shares, par value EUR 3.58 per share (the “Fiat ordinary shares”), of Fiat S.p.A., an Italian joint stock company (Società per Azioni) (“Fiat”), in connection with the proposed merger of Fiat with and into the Registrant.

FCA looks to list 375,255,000 Common Shares and 375,255,000 Special Voting Shares.

The Merger is part of a reorganization of the Group following the acquisition by Fiat of the approximately 41.5 percent interest it did not already own in Chrysler Group LLC (“Chrysler”) in January 2014. The purpose of the Merger is the redomiciliation of Fiat in the Netherlands in connection with the Group’s listing on the New York Stock Exchange (the “NYSE”), as more fully described below in this prospectus. The business carried out by FCA and its subsidiaries following the Merger will be the same as the business currently carried out by Fiat and its subsidiaries prior to the Merger. In this prospectus, “Group” refers to the economic entity currently represented by Fiat and its subsidiaries prior to the Merger which, following the Merger, will be represented by FCA and its subsidiaries.

Subject to requisite shareholders’ approval, Fiat shareholders will receive in the Merger one (1) FCA common share for each Fiat ordinary share that they hold. Moreover, under the Articles of Association of FCA, FCA shareholders will receive, if they so elect and are otherwise eligible to participate in the loyalty voting structure described under “The FCA Shares, Articles of Association and Terms and Conditions of the Special Voting Shares—Loyalty Voting Structure—Terms and Conditions of the Special Voting Shares,” one (1) FCA special voting share for each FCA common share received in the Merger. The loyalty voting structure is designed to provide eligible long-term FCA shareholders with two votes for each FCA common share held.

Holders of Fiat ordinary shares are to vote on the merger plan (the “merger plan”) at an extraordinary general meeting of Fiat shareholders scheduled for August 1, 2014, on single call. Subject to the satisfaction and/or waiver of the other conditions precedent, the merger plan will become effective if a resolution approving the applicable merger plan is passed at the extraordinary general meeting of Fiat shareholders held on a single call with the affirmative vote of holders of at least two-thirds of the ordinary share capital of Fiat participating in the vote on the resolution, provided that one-fifth or more of the issued share capital is represented at the meeting.

FCA will apply to list the FCA common shares on the NYSE, where trading is expected to commence on the first business day following the effectiveness of the Merger. FCA also intends to apply for admission to listing and trading of the FCA common shares on the Mercato Telematico Azionario (“MTA”) organized and managed by Borsa Italiana S.p.A. The listing on the MTA is expected to occur shortly following the effectiveness of the Merger, subject to the approval by the Dutch and Italian competent authorities.

At March 31, 2014, Exor S.p.A. (“Exor”) owned 30.05 percent of Fiat’s share capital and has expressed its intention to vote to approve the merger plan. As of that date, Fiat owned approximately 2.76 percent of its own share capital. Fiat is not entitled to vote these shares.

Upon effectiveness of the Merger, the pre-merger shareholders of Fiat will hold the same percentage of FCA common shares as they held of Fiat ordinary shares before the Merger (subject to adjustments to reflect any exercise of cash exit rights as described under “The Fiat Extraordinary General Meeting—Dissenters’, Appraisal, Cash Exit or Similar Rights”). However, the proportion of voting power in FCA that will be held by pre-merger Fiat shareholders may be affected by the participation of shareholders in the loyalty voting structure as described in more detail in this prospectus. The Merger will become effective as of the date following the date on which the deed of merger is executed.