As filed with the Securities and Exchange Commission on March 11, 2021
Registration No. 333-
UNITED STATES
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)
| Cayman Islands | Not Applicable | |
| (State or other jurisdiction of incorporation or organization) |
(I.R.S. Employer Identification Number) |
Huanglong Wanke Center, 23/F
Building No. G
No. 77 Xueyuan Road
Xihu District, Hangzhou, 310012
People’s Republic of China
+86 0571-88867550
(Address, including zip code, and telephone number, including area code, of registrant’s 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.
| Large accelerated filer | ☐ | Accelerated filer | ☒ | |||
| Non-accelerated filer | ☐ | Smaller reporting company | ☐ | |||
| Emerging growth company | ☒ | |||||
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:
| Huiqing Wang Financial Controller MOGU Inc. Huanglong Wanke Center, 23/F Building No. G No. 77 Xueyuan Road Xihu District, Hangzhou, 310012 People’s Republic of China +86 0571-88867550 |
Z. Julie Gao, Esq. Skadden, Arps, Slate, Meagher & Flom LLP c/o 42/F, Edinburgh Tower The Landmark 15 Queen’s Road Central Hong Kong +852 3740-4700 |
Haiping Li, Esq. Skadden, Arps, Slate, Meagher & Flom LLP JingAn Kerry Centre, Tower II 46th Floor 1539 Nanjing West Road Shanghai, the People’s Republic of China +86 21 6193-8200 |
CALCULATION OF REGISTRATION FEE
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| ||||||||
| Title of Securities to be Registered (1) |
Amount to be Registered (2) |
Proposed Maximum Offering Price Per Share |
Proposed Maximum Offering Price |
Amount of Registration Fee | ||||
| Class A Ordinary Shares, par value $0.00001 per share |
80,235,704 (3) | $0.08 (3) | $6,418,856 | $700.30 | ||||
| Total |
80,235,704 | — | $6,418,856 | $700.30 | ||||
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| (1) | These shares may be represented by the Registrant’s American depositary shares (“ADSs”), each of which represents 25 Class A ordinary shares. The Registrant’s 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). |
| (2) | 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. |
| (3) | These shares represent Class A ordinary shares that that are reserved for future award grants under the Plan pursuant to the Plan’s evergreen provisions, which were not previously registered under the registration statements on Form S-8 (File No. 333-229419), as filed with the Commission on January 30, 2019 (the “Prior Registration Statement”). The corresponding proposed maximum offering price per share 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$1.93 per ADS, the average of the high and low prices for the Registrant’s ADSs as quoted on The New York Stock Exchange on March 9, 2021, adjusted for ADS to ordinary shares ratio. |
EXPLANATORY NOTE
This Registration Statement is filed by MOGU Inc. (the “Registrant”) to register additional securities issuable pursuant to the Plan and consists of only those items required by General Instruction E to Form S-8. Pursuant to certain provisions of the Plan (referred to as the “evergreen provisions”), the number of ordinary shares that are available for award grant purposes under the Plan can be increased during the term of the Plan by an amount equal to such number of ordinary shares as may be determined by the board of directors of the Registrant, subject to certain restrictions. The additional securities registered hereby consist of 80,235,704 ordinary shares, which represent the number of ordinary shares that were added to the Plan pursuant to the evergreen provisions.
In accordance with General Instruction E to Form S-8, the contents of the Prior Registration Statement are incorporated herein by reference, except as otherwise set forth herein.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference
The following documents previously filed by the Registrant with the Securities and Exchange Commission (the “Commission”) are incorporated by reference herein:
| (a) | The Registrant’s annual report on Form 20-F (File No. 001-38748) for the fiscal year ended March 31, 2020, filed with the Commission on July 29, 2020; and |
| (b) | The description of the Registrant’s Class A ordinary shares incorporated by reference in the Registrant’s registration statement on Form 8-A (File No. 001-38748) filed with the Commission on November 23, 2018, including any amendment and report subsequently filed for the purpose of updating that description. |
All documents subsequently filed by the Registrant pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934 (the “Exchange Act”), after the date of this registration statement and prior to the filing of a post-effective amendment to this registration statement which indicates that all securities offered have been sold or which deregisters all securities then remaining unsold, shall be deemed to be incorporated by reference in this registration statement and to be part hereof from the date of filing of such documents. Any statement in a document incorporated or deemed to be incorporated by reference in this registration statement will be deemed to be modified or superseded to the extent that a statement contained in this registration statement or in any other later filed document that also is or is deemed to be incorporated by reference modifies or supersedes such statement. Any such statement so modified or superseded will not be deemed, except as so modified or superseded, to be a part of this registration statement.
Item 8. Exhibits
See the Exhibit Index included herein.
EXHIBIT INDEX
| * | Filed herewith. |
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, 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 Hangzhou, China, on March 11, 2021.
| MOGU Inc. | ||
| By: | /s/ Qi Chen | |
| Name: | Qi Chen | |
| Title: | Chairman of the Board of Directors | |
| and Chief Executive Officer | ||
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints, severally and not jointly, each of Qi Chen and Huiqing Wang, with full power to act alone, as his or her true and lawful attorney-in-fact, with the power of substitution, for and in such person’s name, place and stead, 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 each said attorney-in-fact full power and authority to do and perform each and every act and thing requisite and necessary to be done as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that each said attorney-in-fact may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed by the following persons in the capacities and on the dated indicated.
| Signature |
Title |
Date | ||
| /s/ Qi Chen |
Chairman of the Board of Directors and Chief Executive Officer (principal executive officer) |
March 11, 2021 | ||
| Qi Chen
| ||||
| /s/ Xuqiang Yue |
Director | March 11, 2021 | ||
| Xuqiang Yue | ||||
| /s/ Yibo Wei |
Director | March 11, 2021 | ||
| Yibo Wei | ||||
| /s/ Andrew Hong Teoh |
Director | March 11, 2021 | ||
| Andrew Hong Teoh | ||||
| /s/ Shengwen Rong |
Director | March 11, 2021 | ||
| Shengwen Rong | ||||
| /s/ Huiqing Wang |
Financial Controller (principal financial and accounting officer) |
March 11, 2021 | ||
| Huiqing Wang | ||||
SIGNATURE OF AUTHORIZED REPRESENTATIVE IN THE UNITED STATES
Pursuant to the Securities Act of 1933, the undersigned, the duly authorized representative in the United States of MOGU Inc. has signed this registration statement or amendment thereto in Newark, Delaware on March 11, 2021.
| Authorized U.S. Representative | ||
| Puglisi & Associates | ||
| By: | /s/ Donald J. Puglisi | |
| Name: | Donald J. Puglisi | |
| Title: | Managing Director | |
Exhibit 5.1
| Our Ref | KKZ/744567-000001/19298634v2 |
| Direct tel | +852 3690 7432 |
| Karen.zhangpallaras@maples.com |
Huanglong Wanke Center, 23/F
Building No. G
No. 77 Xueyuan Road
Xihu District, Hangzhou, 310012
People’s Republic of China
11 March 2021
Dear Sir or Madam
MOGU Inc. (the “Company”)
We have acted as Cayman Islands legal counsel to the Company in connection with a registration statement on Form S-8 to be filed with the Securities and Exchange Commission (the “Commission”) on 11 March 2021 (the “Registration Statement”, which term does not include any other document or agreement whether or not specifically referred to therein or attached as an exhibit or schedule thereto) relating to the registration under the United States Securities Act of 1933, as amended, (the “Securities Act”) of 80,235,704 Class A ordinary shares, par value US$0.00001 per share, in the capital of the Company (the “Shares”), issuable by the Company pursuant to the Company’s Amended and Restated Global Share Plan (the “Plan”, which term does not include any other document or agreement whether or not specifically referred to therein or attached as an exhibit or schedule thereto).
For the purposes of giving this opinion, we have examined copies of the Registration Statement and the Plan. We have also reviewed copies of the fifteenth amended and restated memorandum and articles of association of the Company adopted by special resolution passed on 5 November 2018 and effective immediately prior to the completion of the Company’s initial public offering of its American depositary shares representing the Shares (the “Memorandum and Articles”), the written resolutions of the directors of the Company passed on 4 November 2018 and the written resolutions of the shareholders of the Company passed on 5 November 2018 (together, the “Resolutions”) and the minutes of the meeting of the board of directors of the Company held on 22 February 2021 (the “Minutes”).
Based upon, and subject to, the assumptions and qualifications set out below, and having regard to such legal considerations as we deem relevant, we are of the opinion that:
| 1. | The Shares to be issued by the Company and registered under the Registration Statement have been duly and validly authorised. |
| 2. | When issued and paid for in accordance with the terms of the Plan and in accordance with the Resolutions and the Minutes, and when appropriate entries are made in the register of members (shareholders) of the Company, the Shares will be validly issued, fully paid and non-assessable. |
In this opinion letter, the phrase “non-assessable” means, with respect to the issuance of Shares, that a shareholder shall not, in respect of the relevant Shares, have any obligation to make further contributions to the Company’s assets (except in exceptional circumstances, such as involving fraud, the establishment of an agency relationship or an illegal or improper purpose or other circumstances in which a court may be prepared to pierce or lift the corporate veil).
These opinions are subject to the qualification that under the Companies Act (As Revised) of the Cayman Islands (the “Companies Act”), the register of members of a Cayman Islands company is by statute regarded as prima facie evidence of any matters which the Companies Act directs or authorises to be inserted therein. A third party interest in the shares in question would not appear. An entry in the register of members may yield to a court order for rectification (for example, in the event of fraud or manifest error).
These opinions are given only as to, and based on, circumstances and matters of fact existing and known to us on the date of this opinion letter. These opinions only relate to the laws of the Cayman Islands which are in force on the date of this opinion letter. We express no opinion as to the meaning, validity or effect of any references to foreign (i.e. non-Cayman Islands) statutes, rules, regulations, codes, judicial authority or any other promulgations.
We have also relied upon the assumptions, which we have not independently verified, that (a) all signatures, initials and seals are genuine, (b) copies of documents, conformed copies or drafts of documents provided to us are true and complete copies of, or in the final forms of, the originals, (c) where a document has been provided to us in draft or undated form, it will be duly executed, dated and unconditionally delivered in the same form as the last version provided to us, (d) the Memorandum and Articles remain in full force and effect and are unamended, (e) the Resolutions and the resolutions set out in the Minutes were duly passed in the manner prescribed in the memorandum and articles of association of the Company in force at the relevant time and have not been amended, varied or revoked in any respect, (f) there is nothing under any law (other than the laws of the Cayman Islands) which would or might affect the opinions set out above, (g) there is nothing contained in the minute book or corporate records of the Company (which we have not inspected) which would or might affect the opinions set out above, and (h) upon the issue of any Shares, the Company will receive consideration which shall be not less than the par value of such Shares.
This opinion letter is to and for the benefit solely of the addressee and may not be relied upon by any other person for any purpose.
We consent to the use of this opinion as an exhibit to the Registration Statement and further consent to all references to us in the Registration Statement and any amendments thereto. In giving such consent, we do not consider that we are “experts” within the meaning of such term as used in the Securities Act, or the rules and regulations of the Commission issued thereunder, with respect to any part of the Registration Statement, including this opinion as an exhibit or otherwise.
Yours faithfully
/s/ Maples and Calder (Hong Kong) LLP
Maples and Calder (Hong Kong) LLP
2
Exhibit 23.1
CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
We hereby consent to the incorporation by reference in this Registration Statement on Form S-8 of MOGU Inc. of our report dated July 29, 2020 relating to the financial statements, which appears in MOGU Inc.’s Annual Report on Form 20-F for the year ended March 31, 2020.
/s/ PricewaterhouseCoopers Zhong Tian LLP
Shanghai, the People’s Republic of China
March 11, 2021