TAOM Taomee Holdings Limited American Depositary Shares (Each Representing 20 Ordinary Shares)

Registration No. 333-183651

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

POST-EFFECTIVE AMENDMENT NO. 1 TO

FORM S-8

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

Taomee Holdings Limited

(Exact name of registrant as specified in its charter)

16/F, Building No. A-2,
No. 1528 Gumei Road, Xuhui District
Shanghai 200233, People’s Republic of China

(Address of principal executive offices, including Zip Code)

201 2 Share Incentive Plan

(Full title of the plan)

CT Corporation System

111 Eighth Avenue

New York, New York 10011

(Name and address of agent for service)

+1 (212) 894-8 940

(Telephone number, including area code, of agent for service)

Copies to:

Sam Lawn, Chief Financial Officer
Taomee Holdings Limited
16/F, Building No. A-2,
No. 1528 Gumei Road, Xuhui District
Shanghai 200233, People’s Republic of China
Tel: +86 (21) 6128-0056

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):

DEREGISTRATION OF SECURITIES

Taomee Holdings Limited (the “Registrant”) is filing this Post-Effective Amendment No. 1 (the “Post-Effective Amendment No.1”) to Registration Statement on Form S-8 to deregister all unsold and unissued securities originally registered by the Registrant pursuant to its Registration Statement on Form S-8 filed with the Securities and Exchange Commission (the “Commission”) on August 31, 2012, File No. 333-183651 (the “Registration Statement”), with respect to ordinary shares of the Registrant, par value $0.00002 per share (the “Ordinary Shares”), thereby registered for issuance upon exercise of equity awards granted or to be granted pursuant to the Registrant’s 2012 Share Incentive Plan. A total of 30,000,000 Ordinary Shares were registered for issuance under the Registration Statement.

On December 11, 2015, the Registrant entered into the Agreement and Plan of Merger (the “Merger Agreement”) with Orient TM Parent Limited, an exempted company with limited liability incorporated under the laws of the Cayman Islands (“Parent”), and Orient TM Merger Limited, an exempted company with limited liability incorporated under the laws of the Cayman Islands and a wholly owned subsidiary of Parent (“Merger Sub”). On June 22, 2016, the Registrant and Merger Sub filed a plan of merger with the Registrar of Companies of the Cayman Islands which was registered by the Registrar of Companies as of June 22, 2016 (the “Effective Time”), pursuant to which Merger Sub was merged with and into the Registrant, with the Registrant continuing as the surviving corporation and a wholly owned subsidiary of Parent (the “Merger”).

As a result of the Merger, the Registrant has terminated all offerings of its securities pursuant to the Registration Statement. The Registrant hereby removes from registration, by means of this Post-Effective Amendment No.1, all of its securities registered under the Registration Statement that remained unsold or unissued as of the Effective Time.

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