Form 424B5 ECMOHO Ltd
The information contained in this prospectus is not complete and may be changed. These securities may not be sold until the registration statement filed with the Securities and Exchange Commission is effective. This prospectus does not constitute an offer to sell or an offer to buy these securities in any jurisdiction where the offer or sale is not permitted.
Subject to completion, as of June 21, 2021
Class A common shares
Class A common shares represented by US depository shares
We may from time to time, in one or more offers, offer and sell Class A Common Shares, including Class A Common Shares represented by American Depositary Shares, or ADSs, Preferred Shares, Debt Securities , warrants, either individually or as units composed of one or more of the other securities, with an aggregate offer price of up to US $ 50,000,000.
ADSs are traded on the NASDAQ Global Market under the symbol ?? MOHO. ?? The last published sale price of ADS on June 16, 2021 was US $ 1.47 per ADS.
In accordance with General Instruction IB5. of Form F-3, under no circumstances will we sell the securities referred to herein in a primary public offering for a value greater than more than one-third of the total market value of our common shares in any 12 months as long as the total market value of our outstanding common shares held by non-affiliates remains below $ 75,000,000. The total market value of our outstanding Class A common shares held by non-affiliates, or free floaters, as of June 16, 2021, was approximately US $ 26.1 million, which was calculated based on 71,051 963 Class A common shares held by non-affiliates and the price per ADS of US $ 1.47, which was the closing price of our ADS on June 16, 2021. During the 12 calendar months preceding and including the date of this prospectus, we have not offered or sold any security in accordance with Policy Statement IB5 of Form F-3.
Whenever we sell these securities, we will provide a supplement to this prospectus which contains specific information about the offer and the terms of the securities being offered. The supplement may also add, update or modify information contained in this prospectus. You should read this prospectus and any prospectus supplement carefully before investing in any of these securities.
We may offer and sell the Securities from time to time at fixed prices, market prices or negotiated prices, to or through underwriters, to other buyers, through agents or by a combination of these methods, on a continuous or deferred basis. See ?? Distribution plan. ?? If any underwriters, brokers or agents are involved in the sale of any of the securities, their names and any applicable purchase price, charge, commission or discount agreements between or among them, will be stated or will be calculated from the information set out in the applicable prospectus supplement.
Our ordinary shares consist of Class A ordinary shares and Class B ordinary shares. Each Class A ordinary share is entitled to one vote and each Class B ordinary share is entitled to 10 votes on all matters submitted to the vote at general meetings of our company. Each Class B common share is convertible into one Class A common share at any time at the option of its holder, while Class A common shares are not convertible into Class B common shares under any circumstances. Upon any sale, transfer, assignment or disposition of Class B ordinary shares by a holder to any person or entity that is not a subsidiary of such holder, or upon a change in ultimate beneficial ownership of a Class B ordinary share to any person or entity that is not affiliated with this holder, each of these class B ordinary shares will automatically and immediately convert into a class A ordinary share. See ?? Description of the share capital. ??
Investing in these securities involves risks. See the ?? Risk factors ?? set out in the applicable prospectus supplement and the documents we incorporate by reference into this prospectus to familiarize yourself with the factors you should consider before investing in such securities.
This prospectus may not be used to offer or sell securities unless it is accompanied by a prospectus supplement.
Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities nor has it confirmed the accuracy or adequacy of the information contained in this prospectus, including the Prospectus Supplements and documents incorporated by reference. Any statement to the contrary is a criminal offense.
The date of this prospectus is 2021