As filed with the Securities and Exchange Commission on January 30, 2019
Registration No. 333-
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
S-8
REGISTRATION STATEMENT
UNDER
THE
SECURITIES ACT OF 1933
MOGU 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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Zheshang Wealth Center, 12/F, Building No. 1, No. 99 Gudun Road
Xihu District, Hangzhou, 310012
Peoples Republic of China
+86 571 8605-2790
(Address, including zip code, and telephone number, including area code, of registrants principal executive offices)
Amended and Restated Global Share 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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Helen Ting Wu
Chief Financial Officer
MOGU
Inc.
Zheshang Wealth Center, 12/F, Building No. 1, No. 99 Gudun Road
Xihu District, Hangzhou, 310012
Peoples Republic of China
+86
571 8605-2790
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Z. Julie Gao, 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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Haiping Li, Esq.
Skadden, Arps, Slate, Meagher & Flom LLP
JingAn Kerry Centre, Tower II
46th
Floor
1539 Nanjing West Road
Shanghai, the Peoples Republic of China
+86 21 6193-8200
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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 $0.00001 per
share
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92,424,519
(3)
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$0.14
(3)
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$12,939,433
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$1,568.26
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Class A Ordinary Shares, par value $0.00001 per
share
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73,863,917
(4)
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$0.62
(4)
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$45,928,584
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$5,566.55
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Class A Ordinary Shares, par value $0.00001 per
share
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62,038,725
(5)
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$0.62
(5)
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$38,575,679
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$4,675.37
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Total
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228,327,161
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$97,443,696
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$11,810.18
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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 25 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
(333-228527).
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(2)
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Represents Class A ordinary shares issuable upon exercise of options and pursuant to other awards granted
under the Amended and Restated Global Share Plan (the Plan). 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 Plan. Any Class A ordinary shares covered by an award granted under the Plan (or portion of an
award) that terminates, expires, lapses or repurchased for any reason will be deemed not to have been issued for purposes of determining the maximum aggregate number of Class A ordinary shares that may be issued under the Plan.
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(3)
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The amount to be registered represents Class A ordinary shares issuable upon the exercise of outstanding
options granted under the Plan as of the date of this registration statement, and the corresponding proposed maximum offering price per share represents the weighted average exercise price of these outstanding options.
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(4)
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The amount to be registered represents outstanding restricted share units granted under the Plan. The
corresponding proposed maximum offering price per share, which is estimated solely for the purposes of calculating the registration fee under Rule 457(h) and Rule 457(c) under the Securities Act, is based on US$15.55 per ADS, the average of the high
and low prices for the registrants ADSs as quoted on the on The New York Stock Exchange on January 28, 2019.
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(5)
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These shares represent Class A ordinary shares that are reserved for future award grants under the Plan.
The maximum aggregate number of ordinary shares which may be issued pursuant to all awards under the Plan is 228,327,161. 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 US$15.55 per ADS, the average of the high and low prices for the Registrants ADSs as quoted on The New York Stock Exchange on January 28, 2019.
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