UNITED STATES

 

 

SECURITIES AND EXCHANGE COMMISSION

 

 

Washington, D.C. 20549

 

 

 

 

SCHEDULE 13G

 

Under the Securities Exchange Act of 1934
(Amendment No.   )*

 

ECMOHO Limited

(Name of Issuer)

Class A Ordinary Shares, par value US$0.00001 per share

(Title of Class of Securities)

27888P 104 (1)

(CUSIP Number)

December 31, 2019

(Date of Event Which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

o

Rule 13d-1(b)

o

Rule 13d-1(c)

x

Rule 13d-1(d)

 

*The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.

 

The information required in the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

 


(1) This CUSIP number applies to the Issuer’s American Depositary Shares, each representing four Class A ordinary shares.

 


 

SCHEDULE 13G

 

CUSIP No. 27888P 104

 

 

1

Names of Reporting Persons
SMC General Partner II Limited

2

Check the Appropriate Box if a Member of a Group (See Instructions)

 

(a)  o

 

(b)  o

3

SEC Use Only

4

Citizenship or Place of Organization
Cayman Islands

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With:

5

Sole Voting Power
5,693,200 Class A ordinary shares

6

Shared Voting Power
0

7

Sole Dispositive Power
5,693,200 Class A ordinary shares

8

Shared Dispositive Power
0

9

Aggregate Amount Beneficially Owned by Each Reporting Person
5,693,200 Class A ordinary shares

10

Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)  o

11

Percent of Class Represented by Amount in Row (9)
8.96% of Class A ordinary shares (or 4.10% of the total ordinary shares assuming conversion of all outstanding Class B ordinary shares into the same number of Class A ordinary shares)*

12

Type of Reporting Person (See Instructions)
PN

 


*                 The percentages used in this Schedule 13G are calculated based on a total of 138,717,499 ordinary shares, comprising 63,567,099 Class A ordinary shares and 75,150,400 Class B ordinary shares, of the Issuer issued and outstanding as of December 31, 2019, based on information provided by the Issuer. Beneficial ownership information is presented as of December 31, 2019.

 

2


 

1

Names of Reporting Persons
SMC Capital China Fund II, L.P.

2

Check the Appropriate Box if a Member of a Group (See Instructions)

 

(a)  o

 

(b)  o

3

SEC Use Only

4

Citizenship or Place of Organization
Cayman Islands

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With:

5

Sole Voting Power
5,693,200 Class A ordinary shares

6

Shared Voting Power
0

7

Sole Dispositive Power
5,693,200 Class A ordinary shares

8

Shared Dispositive Power
0

9

Aggregate Amount Beneficially Owned by Each Reporting Person
5,693,200 Class A ordinary shares

10

Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)  o

11

Percent of Class Represented by Amount in Row (9)
8.96% of Class A ordinary shares (or 4.10% of the total ordinary shares assuming conversion of all outstanding Class B ordinary shares into the same number of Class A ordinary shares)*

12

Type of Reporting Person (See Instructions)
PN

 


*                 The percentages used in this Schedule 13G are calculated based on a total of 138,717,499 ordinary shares, comprising 63,567,099 Class A ordinary shares and 75,150,400 Class B ordinary shares, of the Issuer issued and outstanding as of December 31, 2019, based on information provided by the Issuer. Beneficial ownership information is presented as of December 31, 2019.

 

3


 

1

Names of Reporting Persons
Smart Warrior Limited

2

Check the Appropriate Box if a Member of a Group (See Instructions)

 

(a)  o

 

(b)  o

3

SEC Use Only

4

Citizenship or Place of Organization
British Virgin Islands

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With:

5

Sole Voting Power
5,693,200 Class A ordinary shares

6

Shared Voting Power
0

7

Sole Dispositive Power
5,693,200 Class A ordinary shares

8

Shared Dispositive Power
0

9

Aggregate Amount Beneficially Owned by Each Reporting Person
5,693,200 Class A ordinary shares

10

Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)  o

11

Percent of Class Represented by Amount in Row (9)
8.96% of Class A ordinary shares (or 4.10% of the total ordinary shares assuming conversion of all outstanding Class B ordinary shares into the same number of Class A ordinary shares)*

12

Type of Reporting Person (See Instructions)
CO

 


*                 The percentages used in this Schedule 13G are calculated based on a total of 138,717,499 ordinary shares, comprising 63,567,099 Class A ordinary shares and 75,150,400 Class B ordinary shares, of the Issuer issued and outstanding as of December 31, 2019, based on information provided by the Issuer. Beneficial ownership information is presented as of December 31, 2019.

 

4


 

Item 1.

 

(a)

Name of Issuer:
ECMOHO Limited

 

(b)

Address of Issuer’s Principal Executive Offices:
3F, 1000 Tianyaoqiao Road

Xuhui District

Shanghai, People’s Republic of China, 200030

 

Item 2.

 

(a)

Name of Person Filing:

(i)                                   SMC General Partner II Limited (“SMC GP II”), a company organized under the law of the Cayman Islands;

 

(ii)                                SMC Capital China Fund II, L.P., (“SMC”), a company organized under the law of the Cayman Islands, whose general partner is SMC GP II;

 

(iii)                             Smart Warrior Limited (“Smart Warrior”), a British Virgin Islands company and a wholly-owned subsidiary of SMC.

 

(b)

Address of Principal Business Office or, if none, Residence:

(i)                                   The address of the principal business office of SMC GP II is Room 06, 25/F, The Centrium 60 Wyndham Street, Central, Hong Kong.

 

(ii)                                The address of the principal business office of SMC is Room 06, 25/F, The Centrium 60 Wyndham Street, Central, Hong Kong.

 

(iii)                             The address of the principal business office of Smart Warrior is Room 06, 25/F, The Centrium 60 Wyndham Street, Central, Hong Kong.

 

(c)

Citizenship:
Each of SMC GP II and SMC is organized under the law of the Cayman Islands. Smart Warrior is organized under the law of British Virgin Islands.

 

(d)

Title and Class of Securities:
Class A ordinary shares, par value US$0.00001 per share

 

(e)

CUSIP No.:
27888P 104 (ADSs)

 

Item 3.

If this statement is filed pursuant to §§240.13d-1(b), or 240.13d-2(b) or (c), check whether the person filing is a:

 

Not applicable.

 

5


 

Item 4.

Ownership

 

 

 

 

 

 

 

 

 

 

 

Sole power

 

Shared

 

 

 

 

 

 

 

 

 

 

 

to

 

power

 

 

 

 

 

 

 

 

 

Shared

 

dispose or

 

to dispose

 

 

 

 

 

 

 

Sole power

 

power to

 

to

 

or

 

 

 

Amount

 

 

 

to vote or

 

vote or to

 

direct the

 

to direct the

 

Reporting

 

beneficially

 

Percent of

 

direct to

 

direct the

 

disposition

 

disposition

 

Person(1)

 

owned

 

class(2)

 

vote(2)

 

vote

 

of(1)

 

of

 

SMC GP II

 

5,693,200

 

8.96

%

5,693,200

 

0

 

5,693,200

 

0

 

SMC

 

5,693,200

 

8.96

%

5,693,200

 

0

 

5,693,200

 

0

 

Smart Warrior

 

5,693,200

 

8.96

%

5,693,200

 

0

 

5,693,200

 

0

 

 


(1)         As of December 31, 2019, Smart Warrior directly owned 5,693,200, or 8.96%, of the Issuer’s Class A ordinary shares. Smart Warrior is wholly-owned by SMC, whose general partner is SMC GP II. Accordingly, each of SMC GP II and SMC may thereby be deemed to beneficially own the 5,693,200 Class A ordinary shares owned by Smart Warrior.

 

(2)         Represent 8.96% of total Class A ordinary shares (or 4.10% of the total ordinary shares assuming conversion of all outstanding Class B ordinary shares into the same number of Class A ordinary shares). Calculated based on a total of 63,567,099 Class A ordinary shares and 75,150,400 Class B ordinary shares of the Issuer issued and outstanding as of December 31, 2019, based on information provided by the Issuer. Beneficial ownership information is presented as of December 31, 2019.

 

Item 5.

Ownership of Five Percent or Less of a Class.

 

Not applicable.

 

Item 6.

Ownership of More than Five Percent on Behalf of Another Person.

 

Not applicable.

 

Item 7.

Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company or Control Person.

 

Not applicable.

 

Item 8.

Identification and Classification of Members of the Group.

 

Not applicable.

 

Item 9.

Notice of Dissolution of Group.

 

Not applicable.

 

6


 

Item 10.

Certifications.

 

Not applicable.

 

SIGNATURES

 

After reasonable inquiry and to the best of our knowledge and belief, the undersigned certify that the information set forth in this statement is true, complete and correct.

 

Dated: February 24, 2020

 

 

SMC General Partner II Limited

 

 

 

By:

/s/ Nicholas John Powell

 

Name:

Nicholas John Powell

 

Title:

Director

 

 

 

SMC Capital China Fund II, L.P.

 

By: SMC General Partner II Limited

 

Its General Partner

 

 

 

By:

/s/ Nicholas John Powell

 

Name:

Nicholas John Powell

 

Title:

Director

 

 

 

Smart Warrior Limited

 

 

 

By:

/s/ Nicholas John Powell

 

Name:

Nicholas John Powell

 

Title:

Director

 

7


 

EXHIBIT INDEX

 

Exhibit No.

 

Description

99.1

 

Joint Filing Agreement

 

8


 

 

Exhibit 99.1

 

Joint Filing Agreement

 

In accordance with Rule 13d-1(k)(1) promulgated under the Securities Exchange Act of 1934, as amended, the undersigned hereby agree (i) to the joint filing, on behalf of each of them, of a statement on Schedule 13G (including amendments thereto) with respect to Class A ordinary shares, par value US$0.00001 per share of ECMOHO Limited, a Cayman Islands company; and (ii) that this joint filing agreement may be included as an Exhibit to such joint filing. The undersigned acknowledge that each shall be responsible for the timely filing of any amendments to such joint filing and for the completeness and accuracy of the information concerning it contained herein and therein, but shall not be responsible for the completeness and accuracy of the information concerning the others.

 

Dated: February 24, 2020

 

 

SMC General Partner II Limited

 

 

 

 

By:

/s/ Nicholas John Powell

 

Name:

Nicholas John Powell

 

Title:

Director

 

 

 

 

SMC Capital China Fund II, L.P.

 

By: SMC General Partner II Limited

 

Its General Partner

 

 

 

 

By:

/s/ Nicholas John Powell

 

Name:

Nicholas John Powell

 

Title:

Director

 

 

 

 

Smart Warrior Limited

 

 

 

 

By:

/s/ Nicholas John Powell

 

Name:

Nicholas John Powell

 

Title:

Director