As filed with the Securities and Exchange Commission on August 25, 2020
Registration Statement No. 333-
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
REGISTRATION STATEMENT
Under
THE SECURITIES ACT OF 1933
MakeMyTrip Limited
(Exact name of registrant as specified in its charter)
Mauritius |
000000000 |
(State or other jurisdiction of incorporation or organization) |
(I.R.S. Employer Identification No.) |
19th Floor, Building No. 5
DLF Cyber City
Gurugram, India, 122002
(Address of principal executive offices)
MakeMyTrip 2010 Share Incentive Plan
(Full title of the plan)
MakeMyTrip Inc.
60 East 42nd Street
Suite 605
New York, New York 10165
(Name and address of agent for service)
(212) 760-1511
(Telephone number, including area code, of agent for service)
Copies to:
Michael W. Sturrock, Esq.
Rajiv Gupta, Esq.
Latham & Watkins LLP
9 Raffles Place #42-02
Republic Plaza
Singapore 048619
+65-6536-1161
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, 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.
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. ☐
CALCULATION OF REGISTRATION FEE
Title of each Class of Securities to be Registered |
Amount to be Registered (1) |
Proposed Maximum Offering Price Per Share (2) |
Proposed Maximum Aggregate Offering Price (2) |
Amount of Registration Fee |
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Ordinary shares, $0.0005 par value per share |
650,000 shares |
$14.35 |
$9,327,500.00 |
$1,210.71 |
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(1) |
Represents (a) 500,000 additional ordinary shares available for issuance pursuant to awards that may be granted under the MakeMyTrip 2010 Share Incentive Plan (as amended, the “2010 Plan”) pursuant to that certain Sixth Amendment to the 2010 Plan, effective as of July 10, 2020 and (b) 150,000 additional ordinary shares subject to awards granted under the 2010 Plan that may become available for issuance under the 2010 Plan if any awards under the 2010 Plan are forfeited, lapse unexercised or are settled in cash. In accordance with Rule 416 of the Securities Act of 1933, as amended (the “Securities Act”), this registration statement will also cover any additional ordinary shares which become issuable under the 2010 Plan by reason of any stock dividend, stock split, recapitalization or similar transaction. |
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(2) |
Estimated solely for the purpose of calculating the registration fee in accordance with Rules 457(h) and 457(c) under the Securities Act, based on the average of the high and low prices of the Registrant’s ordinary shares reported on the NASDAQ Global Market on August 24, 2020. |
EXPLANATORY STATEMENT
Pursuant to General Instruction E to Form S-8, this registration statement registers additional securities of the same class as other securities for which a registration statement, also filed on Form S-8 and relating to the 2010 Plan, is effective. Therefore, this registration statement consists only of the following: the facing page, the required statement (regarding incorporation by reference) set forth below, the required opinions and consents, the signature page and information that is required in this registration statement that is not in the earlier registration statement.
This registration statement hereby incorporates by reference the contents of the Registrant’s earlier registration statements on Form S-8, being (a) Registration File No. 333-168880, filed with the Securities and Exchange Commission on August 17, 2010, (b) Registration File No. 333-215814, filed with the Securities and Exchange Commission on January 30, 2017, (c) Registration File No. 333-218329, filed with the Securities and Exchange Commission on May 30, 2017, (d) Registration File No. 333-226081, filed with the Securities and Exchange Commission on July 6, 2018, and (e) Registration File No. 333- 230912, filed with the Securities and Exchange Commission on April 17, 2019. After giving effect to this filing, an aggregate of 16,978,449 ordinary shares have been registered for issuance pursuant to the 2010 Plan.
Part II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
See the attached Exhibit Index.
EXHIBIT INDEX
No. |
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Description |
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4.1 |
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4.2 |
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4.3 |
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4.4 |
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4.5 |
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4.6 |
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4.8 |
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4.9 |
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5.1* |
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23.1* |
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23.2* |
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Consent of Appleby Mauritius (included in opinion filed as Exhibit 5.1). |
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24.1* |
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Filed herewith. |
Pursuant to the requirements of the Securities Act, 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 registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in Gurugram, Haryana, India, on August 25, 2020.
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MakeMyTrip Limited |
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By: |
/s/ Deep Kalra |
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Name: |
Deep Kalra |
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Title: |
Director and Group Executive Chairman |
We, the undersigned directors of MakeMyTrip Limited and executive officers of MakeMyTrip Limited and its subsidiaries hereby severally constitute and appoint Deep Kalra and Rajesh Magow, and each of them singly (with full power to each of them to act alone), our true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution in each of them for him and in his name, place and stead, and in any and all capacities, to sign any and all amendments (including post-effective amendments) to this Registration Statement, and to file the same, with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite or necessary to be done in and about the premises, as full to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or any of them or their or his substitute or substitutes may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act, this Registration Statement has been signed by the following persons in the capacities held on August 25, 2020.
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Title |
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/s/ Deep Kalra |
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Director and Group Executive Chairman |
Deep Kalra |
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(group principal executive officer) |
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/s/ Rajesh Magow |
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Director and Group Chief Executive Officer |
Rajesh Magow |
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/s/ Mohit Kabra |
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Group Chief Financial Officer |
Mohit Kabra |
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(group principal financial officer and group principal accounting officer) |
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/s/ Cindy Xiaofan Wang |
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Director |
Cindy Xiaofan Wang |
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/s/ James Jianzhang Liang |
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Director |
James Jianzhang Liang |
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/s/ Jane Jie Sun |
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Director |
Jane Jie Sun |
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/s/ Xing Xiong |
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Director |
Xing Xiong |
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/s/ Jonathan I. Huang |
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Authorized Representative in the United States |
Jonathan I. Huang |
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Exhibit 5.1
August 25, 2020
MakeMyTrip Limited
19th Floor, Building No. 5
DLF Cyber City
Gurugram, India, 122002
Attention: Board of Directors
Ladies & Gentlemen
MakeMyTrip Limited (the “Company”)
INTRODUCTION
We have acted as special Mauritius legal counsel to the Company in connection with the registration statement on Form S-8 (the “Registration Statement”) to be filed by the Company with the U.S. Securities and Exchange Commission (the “Commission”), relating to the registration under the United States Securities Act of 1933, as amended, of an amount of ordinary shares of par value US$0.0005 each in the capital of the Company (the “Shares”) for issuance pursuant to the MakeMyTrip 2010 Share Incentive Plan, as adopted by the Company on May 25, 2010 and amended by the First Amendment and Second Amendment thereto on October 18, 2016, the Third Amendment thereto on May 18, 2017, the Fourth Amendment thereto on June 19, 2018, the Fifth Amendment thereto on January 24, 2019 and the Sixth Amendment thereto on July 10, 2020 (the “Plan”).
OUR REVIEW
For the purposes of giving this opinion, we have examined a copy of the Plan and the certified extract of the resolutions passed at a meeting of the board of directors (“Board”) of the Company dated July 10, 2020 approving the filing of the Registration Statement with the Commission in connection with the Plan and the issue by the Company of options to purchase the Shares pursuant thereto, and such other documents (collectively, “Documents”) and made such enquiries as to questions of law as we have deemed necessary in order to render the opinion set forth below.
We have not made any other enquiries concerning the Company and in particular we have not investigated or verified any matter of fact or opinion (whether set out in any of the Documents or elsewhere) other than as expressly stated in this opinion.
LIMITATIONS
Our opinion is limited to, and should be construed in accordance with, the laws of Mauritius at the date of this opinion. We have made no investigation of and express no opinion on the laws of any other jurisdiction other than Mauritius.
This opinion is strictly limited to the matters stated in it and does not extend to, and is not to be extended by implication, to any other matters. We express no opinion on the commercial implications of the Documents or whether they give effect to the commercial intentions of the parties.
This opinion is to be governed by and construed in accordance with the laws of Mauritius and is limited to and is given on the basis of the current law and practice in Mauritius. This opinion is issued for the purposes of the filing of the Registration Statement.
This opinion is given solely for the benefit of the addressee(s) in connection with the matters referred to herein and, except with our prior written consent it may not be transmitted or disclosed to or used or relied upon by any other person or be relied upon for any other purpose whatsoever, save as, and to the extent provided, below.
A copy of this opinion may be provided (a) where required by law or judicial process and (b) for the purpose of information only to: (i) the addressee’s affiliates, professional advisors, auditors, insurers and regulators; and its professional advisors; and (ii) any internationally recognised statistical rating agency and its professional advisors.
ASSUMPTIONS AND RESERVATIONS
We give the following opinion on the basis of the assumptions below, which we have not verified.
We have assumed:
1. |
that the originals of all documents examined in connection with this opinion are authentic and complete; |
2. |
the authenticity, completeness and conformity to original documents of all documents submitted to us as copies; |
3. |
that each of the documents received by electronic means is complete, intact and in conformity with the transmission as sent; |
4. |
that the signatures and seals on all documents and certificates submitted to us as originals or copies of executed originals are genuine and authentic, and the signatures on all documents executed by the Company are the signatures of the persons authorised to execute the documents by the Company; |
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that the Documents do not differ in any material respects from any drafts of the same which we have examined and upon which this opinion is based; |
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that there is no provision of the law of any jurisdiction, other than Mauritius, which would have any implication in relation to the opinions expressed herein; |
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that, insofar as any obligation under the Documents is to be performed in any jurisdiction outside of Mauritius, its performance will be legal and effective in accordance with the law of any jurisdiction to which they are subject or in which they are respectively constituted and established; and |
8. |
the truth, accuracy and completeness of all representations and warranties or statements of fact or law (other than as to the laws of Mauritius and those matters upon which we have expressly opined) made in the Documents and any correspondence submitted to us. |
We express no view on any provision in any of the Documents requiring written amendments and waivers of any of the provisions of such Documents insofar as it suggests that oral or other modification, amendments or waivers could not be effectively agreed upon or granted by or between the parties or implied by the course of conduct of the parties.
OPINION
We are of the opinion that when issued, sold and paid for in the manner contemplated by the Plan and in accordance with the relevant resolutions adopted by the Board of Directors of the Company (or any committee to whom the Board of Directors of the Company have delegated their powers with respect to administration of the Plan in accordance with the Companies Act 2001 of Mauritius) and the appropriate entries are entered in the Register of Members of the Company in respect of the share issuance, the Shares will be validly issued, fully paid, non-assessable (meaning that no further sums are required to be paid by the holders thereof in connection with the issue of such Shares) and free from pre-emptive rights.
We hereby consent to the filing of this opinion as an exhibit to the Registration Statement and further consent to the reference to our name in the Registration Statement. In giving this consent, we do not hereby admit that we are experts within the meaning of Section 11 of the United States Securities Act of 1933, as amended (the “Securities Act”), or that we are within the category of persons whose consent is required under Section 7 of the Securities Act or the rules and regulations of the Commission promulgated thereunder.
Yours faithfully
/s/ Appleby
Exhibit 23.1
Consent of Independent Registered Public Accounting Firm
The Board of Directors
MakeMyTrip Limited:
We consent to the use of our reports dated August 17, 2020, with respect to the consolidated statements of financial position of MakeMyTrip Limited as of March 31, 2019 and 2020, the related consolidated statements of profit or loss and other comprehensive income (loss), changes in equity, and cash flows for each of the years in the three-year period ended March 31, 2020, and the related notes (collectively, the consolidated financial statements), and the effectiveness of internal control over financial reporting as of March 31, 2020, incorporated herein by reference.
Our report dated August 17, 2020, on the effectiveness of internal control over financial reporting as of March 31, 2020, expresses our opinion that MakeMyTrip Limited did not maintain effective internal control over financial reporting as of March 31, 2020 because of the effect of a material weakness on the achievement of the objectives of the control criteria and contains an explanatory paragraph that states a material weakness related to controls over development and review of forecast financial information including related assumptions used in goodwill impairment testing that did not operate as designed to address the related risks of material misstatement has been identified and included in management’s assessment.
Our report dated August 17, 2020, on the effectiveness of internal control over financial reporting as of March 31, 2020, contains an explanatory paragraph that states that MakeMyTrip Limited acquired Quest2Travel.com India Private Limited during the year ended March 31, 2020, and management excluded from its assessment of the effectiveness of the Company’s internal control over financial reporting as of March 31, 2020, Quest2Travel.com India Private Limited’s internal control over financial reporting associated with total assets of $21,312 thousands (of which $15,344 thousands represent intangible assets and goodwill included within the scope of the assessment) and total revenues of $3,715 thousands included in the consolidated financial statements of MakeMyTrip Limited as of and for the year ended March 31, 2020. Our audit of internal control over financial reporting of MakeMyTrip Limited also excluded an evaluation of the internal control over financial reporting of Quest2Travel.com India Private Limited.
/s/ KPMG Assurance and Consulting Services LLP
Gurugram, Haryana, India
August 25, 2020