As filed with the Securities and Exchange Commission on October 16, 2020
Registration No. 333-
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE
SECURITIES ACT OF 1933
Dada Nexus Limited
(Exact name of registrant as specified in its charter)
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Cayman Islands
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Not Applicable
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(State or other jurisdiction of
incorporation or organization)
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(I.R.S. Employer
Identification Number)
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22/F, Oriental Fishermans Wharf
No. 1088 Yangshupu Road
Yangpu District, Shanghai 200082
Peoples Republic of China
+86 21 3165-7167
(Address, including zip code, and telephone number, including area code, of registrants principal executive offices)
Amended and Restated 2015 Equity Incentive Plan
2020 Share Incentive Plan
(Full title of the plan)
Cogency Global Inc.
122
East 42nd Street, 18th Floor
New York, NY 10168
+1 800-221-0102
(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.
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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. ☐
Copies to:
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Beck Zhaoming Chen
Chief Financial Officer, Dada Nexus Limited
22/F, Oriental Fishermans Wharf
No. 1088 Yangshupu Road
Yangpu District, Shanghai 200082
Peoples Republic of China
+86 21 3165-7167
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Z. Julie Gao, Esq.
Skadden, Arps, Slate, Meagher & Flom LLP
c/o 42/F, Edinburgh Tower, The Landmark
15 Queens Road Central
Hong Kong
+852
3740-4700
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CALCULATION OF REGISTRATION FEE
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Title of Securities
to be Registered (1)
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Amount to be
Registered (2)
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Proposed
Maximum
Offering Price
Per Share
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Proposed
Maximum
Aggregate
Offering Price
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Amount of
Registration Fee
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Ordinary Shares, par value US$0.0001 per share
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31,574,416 (3)
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$0.40 (3)
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$12,629,766.40
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$1,377.91
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Ordinary Shares, par value US$0.0001 per share
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21,443,813 (4)
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$8.14 (4)
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$174,552,637.82
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$19,043.69
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Ordinary Shares, par value US$0.0001 per share
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44,719,574 (5)
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$8.14 (5)
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$364,017,332.36
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$39,714.29
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Total
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97,737,803
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$551,199,736.58
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$60,135.89
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(1)
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These shares may be represented by the Registrants American depositary shares (ADSs),
each of which represents four (4) ordinary shares of the Registrant. The Registrants ADSs issuable upon deposit of the ordinary shares registered hereby have been registered under a separate registration statement on Form F-6 (File No.: 333-238826).
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(2)
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Represents ordinary shares issuable upon exercise of options and conversion of restricted share units and
pursuant to other awards granted or to be granted under the Amended and Restated 2015 Equity Incentive Plan (the 2015 Plan) and the 2020 Share Incentive Plan (the 2020 Plan, and together with the 2015 Plan, the
Plans). 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 Plans. Any ordinary shares covered by an award granted under the Plans (or portion of an award) that terminates, expires or lapses for any
reason will be deemed not to have been issued for purposes of determining the maximum aggregate number of ordinary shares that may be issued under the Plans.
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(3)
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The amount to be registered represents ordinary shares issuable upon exercise of outstanding options granted
under the Plans as of the date of this registration statement, and the corresponding proposed maximum offering price per share represents the weighted average exercise price of these outstanding options.
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(4)
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The amount to be registered represents restricted share units granted under the Plans as of the date of this
registration statement, and the corresponding proposed maximum offering price per share, which is estimated solely for the purposes of calculating the registration fee in accordance with Rule 457(c) and Rule 457(h) under the Securities Act, is based
on US$32.58 per ADS, the average of the high and low prices for the Registrants ADSs as quoted on the Nasdaq Global Select Market on October 12, 2020.
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(5)
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These ordinary shares are reserved for future award grants under the Plans. The maximum aggregate number of
ordinary shares that may be issued pursuant to all awards under the 2020 Plan is initially 45,765,386 ordinary shares, plus an annual increase on the first day of each year during the ten-year term of the 2020
Plan commencing with the year beginning January 1, 2021, by an amount equal to 1.0% of the total number of shares issued and outstanding on the last day of the immediately preceding year. Additional ordinary shares are being registered on this
registration statement to cover the additional ordinary shares that may be issued under the 2020 Plan pursuant to such annual increases. To the extent that the actual number of shares that may be offered pursuant to the 2020 Plan exceeds the number
of shares registered on this registration statement, the Registrant will file a new registration statement to register the additional shares. The proposed maximum offering price per share, which is estimated solely for the purposes of calculating
the registration fee under Rule 457(c) and Rule 457(h) under the Securities Act, is based on US$32.58 per ADS, the average of the high and low prices for the Registrants ADSs as quoted on the Nasdaq Global Select Market on October 12, 2020.
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