As filed with the Securities and Exchange Commission on July 31, 2020
Registration No. 333-
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-3
REGISTRATION STATEMENT
UNDER
THE
SECURITIES ACT OF 1933
Telenav, Inc.
(Exact
name of registrant as specified in its charter)
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Delaware
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77-0521800
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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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4655 Great America Parkway, Suite 300
Santa Clara, CA 95054
(408) 245-3800
(Address, including zip code, and telephone number, including area code, of registrants principal executive offices)
Steve
Debenham
Vice President, General Counsel & Secretary
4655 Great America Parkway, Suite 300
Santa Clara, CA 95054
(408) 245-3800
(Name, address, including zip code, and telephone number, including area code, of agent for service)
Copies to:
Julia Reigel, Esq.
Wilson Sonsini Goodrich & Rosati,
Professional Corporation
650 Page Mill Road
Palo Alto, CA 94304
(650) 493-9300
From time to
time after the effective date of this registration statement.
(Approximate date of commencement of proposed sale to the public)
If the only securities being registered on this Form are being offered pursuant to dividend or interest reinvestment plans, please check the following
box: ☐
If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415
under the Securities Act of 1933, other than securities offered only in connection with dividend or interest reinvestment plans, check the following box. ☒
If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box
and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐
If this
Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same
offering. ☐
If this Form is a registration statement pursuant to General Instruction I.D. or a post-effective amendment thereto that shall
become effective upon filing with the Commission pursuant to Rule 462(e) under the Securities Act, check the following box. ☐
If this
Form is a post-effective amendment to a registration statement filed pursuant to General Instruction I.D. filed to register additional securities or additional classes of securities pursuant to Rule 413(b) under the Securities Act, check the
following box. ☐
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 Securities Act. ☐
CALCULATION
OF REGISTRATION FEE
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Title of Each Class of
Securities to be Registered
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Amount to be
Registered(1)(2)
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Proposed
Maximum
Offering
Price per Share(3)
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Proposed
Maximum
Aggregate
Offering Price(4)
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Amount of
Registration Fee(5)
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Common Stock, par value $0.001 per share
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$100,000,000
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$12,980
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(1)
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The securities registered hereunder include such indeterminate number of shares of common stock as may be sold
from time to time by the registrant.
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(2)
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Pursuant to Rule 416 under the Securities Act of 1933, as amended, or the Securities Act, this registration
statement shall also cover any additional shares of the registrants securities that become issuable by reason of any share splits, share dividends or similar transactions.
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(3)
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The proposed maximum offering price per share will be determined from time to time by the registrant in
connection with the issuance by the registrant of the securities registered hereunder.
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(4)
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Estimated solely for the purpose of calculating the registration fee. Subject to Rule 462(b) under the
Securities Act, the aggregate maximum offering price of all securities issued by the registrant pursuant to this registration statement will not exceed $100,000,000.
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(5)
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Calculated pursuant to Rule 457(o) under the Securities Act.
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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.