As filed with the Securities and Exchange Commission on March 11, 2021
Registration No. 333-
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE
SECURITIES ACT OF 1933
MOGU Inc.
(Exact name
of registrant as specified in its charter)
|
|
|
Cayman Islands
|
|
Not Applicable
|
(State or other jurisdiction of
incorporation or organization)
|
|
(I.R.S. Employer
Identification Number)
|
Huanglong Wanke Center, 23/F
Building No. G
No. 77 Xueyuan Road
Xihu District, Hangzhou, 310012
Peoples Republic of China
+86 0571-88867550
(Address, including zip code, and telephone number, including area code, of registrants principal executive offices)
Amended and Restated Global Share Plan
(Full title of the plan)
Puglisi & Associates
850 Library Avenue, Suite 204
Newark, Delaware 19711
+1 302-738-6680
(Name, address, including zip code, and telephone number, including area code, of agent for service)
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated
filer, a smaller reporting company or an emerging growth company. See the definitions of large accelerated filer, accelerated filer, smaller reporting company, and emerging growth company in Rule 12b-2 of the Exchange Act.
|
|
|
|
|
|
|
Large accelerated filer
|
|
☐
|
|
Accelerated filer
|
|
☒
|
|
|
|
|
Non-accelerated filer
|
|
☐
|
|
Smaller reporting company
|
|
☐
|
|
|
|
|
|
|
|
|
Emerging growth company
|
|
☒
|
If an emerging growth company, 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. ☐
Copies to:
|
|
|
|
|
Huiqing Wang
Financial Controller
MOGU
Inc.
Huanglong Wanke Center, 23/F
Building No. G
No. 77 Xueyuan Road
Xihu District, Hangzhou, 310012
Peoples Republic of China
+86 0571-88867550
|
|
Z. Julie Gao, Esq.
Skadden, Arps, Slate, Meagher & Flom LLP
c/o 42/F, Edinburgh Tower
The Landmark
15
Queens Road Central
Hong Kong
+852 3740-4700
|
|
Haiping Li, Esq.
Skadden, Arps, Slate, Meagher & Flom LLP
JingAn Kerry Centre, Tower II
46th Floor
1539 Nanjing
West Road
Shanghai,
the Peoples Republic of China
+86 21 6193-8200
|
CALCULATION OF REGISTRATION FEE
|
|
|
|
|
|
|
|
|
|
Title of Securities
to be Registered (1)
|
|
Amount
to be
Registered (2)
|
|
Proposed
Maximum
Offering
Price
Per Share
|
|
Proposed
Maximum
Aggregate
Offering Price
|
|
Amount of
Registration Fee
|
Class A Ordinary Shares, par value $0.00001 per
share
|
|
80,235,704 (3)
|
|
$0.08 (3)
|
|
$6,418,856
|
|
$700.30
|
Total
|
|
80,235,704
|
|
|
|
$6,418,856
|
|
$700.30
|
|
|
(1)
|
These shares may be represented by the Registrants American depositary shares (ADSs), each of
which represents 25 Class A ordinary shares. The Registrants ADSs issuable upon deposit of the Class A ordinary shares registered hereby have been registered under a separate registration statement on Form F-6 (333-228527).
|
(2)
|
Represents Class A ordinary shares issuable upon exercise of options and pursuant to other awards granted
under the Amended and Restated Global Share Plan (the Plan). Pursuant to Rule 416(a) under the Securities Act of 1933, as amended (the Securities Act), this registration statement also covers an indeterminate number of
additional shares which may be offered and issued to prevent dilution from share splits, share dividends or similar transactions as provided in the Plan. Any Class A ordinary shares covered by an award granted under the Plan (or portion of an
award) that terminates, expires, lapses or repurchased for any reason will be deemed not to have been issued for purposes of determining the maximum aggregate number of Class A ordinary shares that may be issued under the Plan.
|
(3)
|
These shares represent Class A ordinary shares that that are reserved for future award grants under the
Plan pursuant to the Plans evergreen provisions, which were not previously registered under the registration statements on Form S-8 (File No. 333-229419), as
filed with the Commission on January 30, 2019 (the Prior Registration Statement). The corresponding proposed maximum offering price per share is estimated solely for the purposes of calculating the registration fee in accordance
with Rule 457(h) and Rule 457(c) under the Securities Act, is based on US$1.93 per ADS, the average of the high and low prices for the Registrants ADSs as quoted on The New York Stock Exchange on March 9, 2021, adjusted for ADS to ordinary
shares ratio.
|