As filed with the Securities and Exchange Commission on February 17, 2021
Registration No. 333-240263
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
POST-EFFECTIVE AMENDMENT NO. 1
TO
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 No.)
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4655 Great America Parkway, Suite 300
Santa Clara, California 95054
(Address, including zip code, and telephone number, including area code, of registrants principal executive offices)
Steve Debenham
General
Counsel and Secretary
Telenav, Inc.
4655 Great America Parkway
Santa Clara, CA 95054
(408) 245-3800
(Name, address, including zip code, and telephone number, including area code, of agent for service)
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Copies to:
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Julia Reigel, Esq.
Wilson Sonsini Goodrich & Rosati,
Professional Corporation
650 Page Mill Road
Palo
Alto, CA 94304
(650) 493-9300
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Approximate date of commencement of proposed sale to the public: Not applicable. This post-effective amendment deregisters all of
the securities that were unsold under the registration statement as of the date hereof.
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, 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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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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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. ☐