SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
REPORT OF FOREIGN PRIVATE ISSUER
PURSUANT TO RULE 13a-16 OR 15d-16
UNDER THE SECURITIES EXCHANGE ACT OF 1934
For the month of August 2021
Commission File Number: 001-39121
(Exact name of registrant as specified in its charter)
3F, 1000 Tianyaoqiao Road
Xuhui District, Shanghai, 200030
Peoples Republic of China
(Address of principal executive offices)
Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F.
Form 20-F ☒ Form 40-F ☐
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1): ☐
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7): ☐
The document attached as exhibit 5.1 to this Form 6-K is hereby incorporated by reference into the Registrants Registration Statement on Form F-3 initially filed with the U.S. Securities and Exchange Commission on June 21, 2021 (Registration No. 333-257200) and shall be a part thereof from the date on which this current report is furnished, to the extent not superseded by documents or reports subsequently filed or furnished.
|Exhibit No.|| |
|Exhibit 5.1||Opinion of Walkers (Hong Kong) regarding the validity of the securities being registered|
|Exhibit 99.1||Press Release dated August 5, 2021|
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
|Date: August 5, 2021||By:|
|Title:||Chief Financial Officer|
5 August 2021
Our Ref: JWYL/SSNC/E2208-20600
3F, 1000 Tianyaoqiao Road
The Peoples Republic of China
We have acted as Cayman Islands legal advisers to ECMOHO Limited (the Company) in connection with the Companys registration statement on Form F-3 (Registration No. 333-257200) filed on 21 June, 2021, including all amendments or supplements thereto, and the preliminary prospectus supplement (Preliminary Prospectus) dated 2 August, 2021, and the final prospectus supplement dated on 3 August 2021 (collectively, the Registration Statements), filed with the Securities and Exchange Commission under the U.S. Securities Act of 1933, as amended, relating to:
the offering by the Company of American Depositary Shares (ADSs) representing the Companys Class A Ordinary Shares of a par value of US$0.00001 each (the Class A Ordinary Shares); and
the offering by the Company of certain ADSs to cover over-allotments, if any, pursuant to an over-allotment option granted to the underwriters.
We are furnishing this opinion as exhibit 5.1 to the Registration Statement.
For the purposes of giving this opinion, we have examined and relied upon the originals, copies or translations of the documents listed in Schedule 1.
In giving this opinion we have relied upon the assumptions set out in Schedule 2, which we have not independently verified.
We are Cayman Islands Attorneys at Law and express no opinion as to any laws other than the laws of the Cayman Islands in force and as interpreted at the date of this opinion. We have not, for the purposes of this opinion, made any investigation of the laws, rules or regulations of any other jurisdiction. Except as explicitly stated herein, we express no opinion in relation to any representation or warranty contained in any of the documents cited in this opinion nor upon matters of fact or the commercial terms of the transactions the subject of this opinion.
Walkers (Hong Kong)
15th Floor, Alexandra House, 18 Chater Road, Central, Hong Kong
T +852 2284 4566 F +852 2284 4560 www.walkersglobal.com
Bermuda | British Virgin Islands | Cayman Islands | Dubai | Guernsey | Hong Kong | Ireland | Jersey | London | Singapore
Based upon the foregoing examinations and assumptions and upon such searches as we have conducted and having regard to legal considerations which we consider relevant, and subject to the qualifications set out in Schedule 3, and under the laws of the Cayman Islands, we give the following opinions in relation to the matters set out below.
The Company is an exempted company duly incorporated with limited liability, validly existing under the laws of the Cayman Islands and in good standing with the Registrar of Companies in the Cayman Islands (the Registrar).
The authorised share capital of the Company is US$50,000 divided into (i) 4,924,849,600 Class A Ordinary Shares of a par value of US$0.00001 each and (ii) 75,150,400 Class B Ordinary Shares of a par value of US$0.00001 each.
The issue and allotment of the Class A Ordinary Shares pursuant to the Registration Statements has been duly authorised. When allotted, issued and fully paid for as contemplated in the Registration Statements and when appropriate entries have been made in the Register of Members of the Company, the Class A Ordinary Shares to be issued and offered by the Company will be validly issued, allotted and fully paid and non-assessable (non-assessable meaning for these purposes that there will be no obligation on the holder of any of the Class A Ordinary Shares to make any further payment to the Company or its creditors in respect of such Class A Ordinary Shares).
This opinion is limited to the matters referred to herein and shall not be construed as extending to any other matter or document not referred to herein.
This opinion shall be construed in accordance with the laws of the Cayman Islands.
|/s/ Walkers (Hong Kong)|
|Walkers (Hong Kong)|
LIST OF DOCUMENTS EXAMINED
The Certificate of Incorporation dated 7 June 2018, Third Amended and Restated Memorandum and Articles of Association adopted by Special Resolution on 1 November 2019 (the A&R M&A), the Register of Members as of 5 August 2021 (the Register of Members) and Register of Directors, in each case, of the Company, copies of which have been provided to us by the Company (together the Company Records).
The Certificate of Good Standing dated 3 August 2021 in respect of the Company issued by the Registrar (the Certificate of Good Standing).
A copy of executed written resolutions of the Board of Directors of the Company dated 17 June 2021, and a copy of executed written resolutions of the Board of Directors of the Company dated 2 August 2021 (the Resolutions).
A certificate from a director of the Company dated 3 August 2021, a copy of which is attached hereto (the Directors Certificate).
The Registration Statements.
The originals of all documents examined in connection with this opinion are authentic. All documents purporting to be sealed have been so sealed. All copies are complete and conform to their originals.
The Company Records are complete and accurate and all matters required by law and the A&R M&A to be recorded therein are completely and accurately so recorded.
The Directors Certificate is true and correct as at the date hereof.
The conversion of any shares in the capital of the Company will be effected via legally available means under Cayman law.
Our opinion as to good standing is based solely upon receipt of the Certificate of Good Standing issued by the Registrar. The Company shall be deemed to be in good standing under section 200A of the Companies Act (2018 Revision) of the Cayman Islands (the Companies Act) on the date of issue of the certificate if all fees and penalties under the Companies Act have been paid and the Registrar has no knowledge that the Company is in default under the Companies Act.
We accept no responsibility for any liability in relation to any opinion which was given in reliance on the Directors Certificate.
ECMOHO Limited Announces Closing of US$9 Million
Underwritten Public Offering of American Depositary Shares
SHANGHAI, China, August 5, 2021 (GLOBE NEWSWIRE) ECMOHO Limited (Nasdaq: MOHO) (ECMOHO or the Company), an integrated solutions provider in the health and wellness market in China, today announced the closing of an underwritten public offering of 10 million American Depositary Shares (ADSs) at an offering price of US$0.90 per ADS for gross proceeds to the Company of US$9 million, before deducting underwriting discounts and commissions and other estimated offering expenses payable by the Company, and assuming the underwriter does not exercise the option to purchase additional ADSs. Each ADS represents four Class A ordinary shares of the Company. The Company intends to use the net proceeds from this offering for investment in its SaaS platform, working capital and general corporate purposes.
The Company has also granted the underwriter a 45-day option to purchase up to an additional approximately 12.8% of the number of American Depositary Shares offered in the public offering to cover over-allotments, if any, which would increase the total gross proceeds of the offering to approximately US$10.2 million, if the over-allotment option is exercised in full.
Aegis Capital Corp. acted as the sole book-running manager for the offering.
This offering was made pursuant to an effective shelf registration statement on Form F-3 (No. 333-257200) previously filed with the U.S. Securities and Exchange Commission (the SEC) and declared effective by the SEC on July 6, 2021. A final prospectus supplement and accompanying prospectus describing the terms of the offering has been filed with the SEC and is available on the SECs website located at http://www.sec.gov. Electronic copies of the final prospectus supplement and the accompanying prospectus may be obtained by contacting Aegis Capital Corp., Attention: Syndicate Department, 810 7th Avenue, 18th floor, New York, NY 10019, by email at email@example.com, or by telephone at (212) 813-1010.
This press release shall not constitute an offer to sell or the solicitation of an offer to buy nor shall there be any sale of these securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction.
About ECMOHO Ltd.
ECMOHO is an integrated solutions provider in the health and wellness market in China, which curates and sells global brands and quality products to Chinese health-conscious consumers. Leveraging its technology, network and expertise in marketing and distribution, ECMOHO connects families with advanced health supplements, nutrition and food items, personal care products, household healthcare equipment and other wellness products. Through over ten years of operation, ECMOHO has established an ecosystem of trusted products and relationships to provide customized solutions which promote health regeneration, impart therapeutic benefits, and increase longevity to devoted consumers to sustain health. For more information, please visit http://ir.ecmoho.com/.
This news release contains forward-looking statements within the meaning of Section 21E of the Securities Exchange Act of 1934, as amended, and as defined in the U.S. Private Securities Litigation Reform Act of 1995. These forward-looking statements can be identified by terminology such as will, expects, anticipates, future, intends, plans, believes, estimates, target, going forward, outlook and similar statements. For example, the Companys statements about its intended use of proceeds from the offering are forward-looking statements and are inherently uncertain. Such statements are based upon managements current expectations and current market and operating conditions, and relate to events that involve known or unknown risks, uncertainties and other factors, such as the significant volatility and disruption caused by the COVID-19 pandemic, the Companys expected growth of the online retail industry in China, the Companys expectations regarding demand for and market acceptance of its products and services, the Companys expectations regarding its relationships with its brand partners and e-commerce channels, and the level of consumer economic activity in China, all of which are difficult to predict and many of which are beyond the Companys control, which may cause the Companys actual results, performance or achievements to differ materially from those in the forward-looking statements. Further information regarding these and other risks, uncertainties or factors is included in the Companys filings with the SEC. The Company does not undertake any obligation to update any forward-looking statement as a result of new information, future events or otherwise, except as required under applicable law.
For investor and media inquiries, please contact:
Investor relations agency contact:
William Tu / Scott Powell
Skyline Corporate Communications Group, LLC
One Rockefeller Plaza, 11th Floor
New York, NY 10020
Office: (646) 893-5835