Post-effective Amendment to an S-8 Filing (s-8 Pos)
September 21 2020 - 12:03PM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND
EXCHANGE COMMISSION
WASHINGTON,
D.C. 20549
POST-EFFECTIVE
AMENDMENT NO. 1 TO
FORM S-8
REGISTRATION
STATEMENT NO. 333-194873
REGISTRATION
STATEMENT NO. 333-205011
REGISTRATION
STATEMENT NO. 333-229098
UNDER
THE SECURITIES
ACT OF 1933
58.com Inc.
(Exact name of registrant as specified
in its charter)
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 No.)
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Building 105, 10 Jiuxianqiao North Road
Jia
Chaoyang District, Beijing 100015
People’s Republic of China
+86 10 5956-5858
(Address of principal executive office)
The 2010 Employee Stock Option
Plan
The 2013 Share
Incentive Plan
(Full Title
of the Plan)
Law Debenture Corporate Services Inc.
400 Madison Avenue, 4th Floor
New York, New York 10017
(212) 750-6474
(for Registration
Statement NO. 333-194873)
Puglisi & Associates
850 Library Avenue, Suite 204
Newark, Delaware 19711
+1 302-738-6680
(for Registration
Statements NO. 333-205011 and NO. 333-229098)
(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, or a smaller reporting company. See the
definitions of “large accelerated filer,” “accelerated filer,” and “smaller reporting company”
in Rule 12b-2 of the Exchange Act. (Check one):
Large accelerated filer
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x
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Accelerated filer
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¨
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|
|
|
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Non-accelerated filer
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¨ (Do not check if a smaller reporting company)
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Smaller reporting 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 standards
provided pursuant to Section 7(a)(2)(B) of the Securities Act. ¨
DEREGISTRATION OF SECURITIES
58.com Inc. (the
“Registrant”) is filing this post-effective amendment (“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. 333-194873, filed with the Securities and Exchange
Commission (the “Commission”) on March 28, 2014, with respect to a total of 13,004,029 class A ordinary shares of the
Registrant, par value US$0.00001 per share (the “Class A Ordinary Shares”),
thereby registered for offer or sale pursuant to Registrant’s 2010 Employee Stock Option Plan and 2013 Share Incentive Plan;
(ii) Registration Statement No. 333-205011, filed with the Commission on June 17, 2015, with respect to a total of 9,645,628
Class A Ordinary Shares, thereby registered for offer or sale pursuant to Registrant’s 2013 Share Incentive Plan and (iii)
Registration Statement No. 333-229098, filed with the Commission on December 31, 2018, with respect to a total of 14,241,072
Class A Ordinary Shares, thereby registered for offer or sale pursuant to Registrant’s 2013 Share Incentive Plan.
On June 15, 2020, the
Registrant entered into an Agreement and Plan of Merger (the “Merger Agreement”) with Quantum Bloom Group Ltd (“Parent”)
and Quantum Bloom Company Ltd (“Merger Sub”), a wholly-owned subsidiary of Parent. On September 17, 2020 (the “Effective
Time”), pursuant to the Merger Agreement, Merger Sub was merged with and into the Registrant (the “Merger”),
with the Registrant continuing as the surviving company and 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
September 21, 2020.
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58.com Inc.
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By:
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/s/ Jinbo Yao
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Name:
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Jinbo Yao
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Title:
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Director
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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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