As filed with the Securities and Exchange Commission on April 12, 2021
Registration No. 333-
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE
SECURITIES ACT OF 1933
Momo Inc.
(Exact name
of registrant as specified in its charter)
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Cayman Islands
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Not Applicable
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(State or other jurisdiction of
incorporation or organization)
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(I.R.S. Employer
Identification Number)
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20th Floor, Block B
Tower 2, Wangjing SOHO
No. 1 Futongdong Street
Chaoyang District, Beijing 100102
Peoples Republic of China
+86-10-5731-0567
(Address, including zip code, and telephone number, including area code, of registrants principal executive offices)
2014 Share Incentive 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.
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Large accelerated filer
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☒
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Accelerated filer
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☐
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Non-accelerated filer
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☐
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Smaller reporting company
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☐
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Emerging growth company
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☐
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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:
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Jonathan Xiaosong Zhang
Chief Financial Officer
Momo Inc.
20th Floor, Block B
Tower 2, Wangjing SOHO
No.1 Futongdong Street
Chaoyang District, Beijing 100102
Peoples Republic of China
+86-10-5731-0567
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Z. Julie Gao, Esq.
Haiping Li, Esq.
Skadden,
Arps, Slate, Meagher & Flom LLP
c/o 42/F, Edinburgh Tower
The Landmark
15
Queens Road Central
Hong Kong
(852) 3740-4700
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CALCULATION OF REGISTRATION FEE
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Title of Securities
to be Registered (1)
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Amount
to be
Registered (2)
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Proposed
Maximum
Offering
Price
Per Share
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Proposed
Maximum
Aggregate
Offering Price
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Amount of
Registration Fee
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Class A Ordinary Shares, par value $0.0001 per
share
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15,000,000(3)
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$7.57(3)
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$113,512,500
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$12,384.21
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Total
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15,000,000
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$113,512,500
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$12,384.21
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(1)
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These shares may be represented by the Registrants American depositary shares (ADSs), each of
which represents two 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 (333-200636).
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(2)
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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 2014 Share Incentive Plan (the
Plan). Any shares covered by an award granted under the Plan (or portion of an award) that terminates, expires or lapses for any reason will be deemed not to have been issued for purposes of determining the maximum aggregate number of
shares that may be issued under the Plan.
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(3)
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These shares are reserved for future award grants under the Plan. The total number of shares which may be
issued under the Plan is initially 14,031,194 Class A ordinary shares. Beginning in 2017, on the first day of each fiscal year, the total number of shares issuable under the Plan will increase annually by 1.5% of the total share capital as of
December 31 of the immediately preceding calendar year, or such lesser number of Class A ordinary shares as determined by the board of directors of the Registrant. Additional Class A ordinary shares are being registered on this
registration statement to cover the additional Class A ordinary shares that may be issued under the Plan pursuant to such annual increases, which were not previously registered under the Registrants registration statements on Form S-8 (File No. 333-201769, File No. 333-215366 and File
No. 333-229226), as filed with the Securities and Exchange Commission (the Commission) on January 30, 2015, December 30, 2016 and January 14, 2019, respectively (the
Original S-8 Registration Statements). The proposed maximum offering price per share, which 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 $15.14 per ADS, the average of the high and low prices for the Registrants ADSs as quoted on the Nasdaq Global Select Market on April 5, 2021.
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