Post-effective Amendment to an S-8 Filing (s-8 Pos)
16 Août 2022 - 12:10PM
Edgar (US Regulatory)
As filed with the Securities and Exchange Commission on August
16, 2022
UNITED STATES
SECURITIES AND EXCHANGE
COMMISSION
WASHINGTON, D.C. 20549
POST-EFFECTIVE AMENDMENT
NO. 1 TO
FORM S-8
REGISTRATION STATEMENT
NO. 333-249899
REGISTRATION STATEMENT
NO. 333-259999
UNDER
THE SECURITIES ACT
OF 1933
BlueCity Holdings Limited
(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 No.) |
Block 2 Tower B Room 028
No. 22 Pingguo Shequ, Bai Zi Wan Road
Chaoyang District, Beijing 100022
People’s Republic of China
+86 10 5876-9855
(Address of principal executive office)
2015 Stock Incentive
Plan
2020 Share Incentive
Plan
2021 Share Incentive
Plan
(Full Title of the
Plan)
Cogency Global Inc.
122 East 42nd Street,
18th Floor
New York, NY 10168
(800) 221-0102
(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 |
x |
Non-accelerated filer |
¨ |
Smaller reporting company |
¨ |
|
|
Emerging growth company |
x |
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 standards provided pursuant to Section
7(a)(2)(B) of the Securities Act. ¨
DEREGISTRATION OF SECURITIES
BlueCity Holdings Limited
(the “Registrant”) is filing this post-effective amendment No. 1 (“Post-Effective Amendment”) to the following
registration statements on Form S-8 (collectively, the “Registration Statements”) to deregister all unsold securities originally
registered by the Registrant pursuant to its (i) Registration Statement No. 333-249899, filed with the Securities and Exchange Commission
(the “Commission”) on November 6, 2020, with respect to a total of 2,310,507 class A ordinary shares of the Registrant, par
value US$0.0001 per share (the “Class A Ordinary Shares”), thereby registered
for offer or sale pursuant to Registrant’s 2015 Stock Incentive Plan and 2020 Share Incentive Plan; and (ii) Registration Statement
No. 333-259999, filed with the Commission on October 4, 2021, with respect to a total of 833,550 Class A Ordinary Shares thereby registered
for offer or sale pursuant to Registrant’s 2021 Share Incentive Plan.
On April 30, 2022, the Registrant
entered into an Agreement and Plan of Merger (the “Merger Agreement”) with Multelements Limited (“Parent”) and
Diversefuture Limited (“Merger Sub”), a wholly-owned subsidiary of Parent. On August 12, 2022 (the “Effective Time”),
pursuant to the Merger Agreement, Merger Sub was merged with and into the Registrant (the “Merger”), with the Registrant being
the surviving company of the Merger as a wholly-owned subsidiary of Parent. Upon completion of the Merger, the Registrant became a privately-held
company.
As a result of the Merger, the Registrant has terminated all offerings
of its securities pursuant to the Registration Statements. The Registrant hereby removes from registration, by means of this Post-Effective
Amendment, any and all of the securities registered under the Registration Statements that remained unsold as of the Effective Time.
SIGNATURES
Pursuant to the requirements
of the Securities Act of 1933, as amended, the Registrant certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-8 and has duly caused this Post-Effective Amendment to the Registration Statements to be signed on its
behalf by the undersigned, thereunto duly authorized, in the People’s Republic of China on August 16, 2022.
|
BlueCity Holdings Limited |
|
|
|
|
By: |
/s/ Junchen Sun |
|
Name: |
Junchen Sun |
|
Title: |
Chief Financial Officer |
No other person is required
to sign this Post-Effective Amendment in reliance upon Rule 478 under the Securities Act of 1933, as amended.
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