Filing Details
- Accession Number:
- 0001104659-20-024052
- Form Type:
- 13G Filing
- Publication Date:
- 2020-02-24 06:04:30
- Filed By:
- Smart Warrior Ltd
- Company:
- Ecmoho Ltd
- Filing Date:
- 2020-02-24
- SEC Url:
- 13G Filing
Please notice the below summary table is generated without human intervention and may contain errors. Please refer to the complete filing displayed below for exact figures.
| Name | Sole Voting Power | Shared Voting Power | Sole Dispositive Power | Shared Dispositive Power | Aggregate Amount Owned Power | Percent of Class |
|---|---|---|---|---|---|---|
| SMC General Partner II Limited | 5,693,200 | 0 | 5,693,200 | 0 | 5,693,200 | 8.96% |
| SMC Capital China Fund II | 5,693,200 | 0 | 5,693,200 | 0 | 5,693,200 | 8.96% |
| Smart Warrior Limited | 5,693,200 | 0 | 5,693,200 | 0 | 5,693,200 | 8.96% |
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| UNITED STATES |
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| SECURITIES AND EXCHANGE COMMISSION |
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| Washington, D.C. 20549 |
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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 Issuers American Depositary Shares, each representing four Class A ordinary shares.
SCHEDULE 13G
| CUSIP No. 27888P 104 |
|
| 1 | Names of Reporting Persons | ||
| 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 | ||
| Number of | 5 | Sole Voting Power | |
| 6 | Shared Voting Power | ||
| 7 | Sole Dispositive Power | ||
| 8 | Shared Dispositive Power | ||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person | ||
| 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) | ||
| 12 | Type of Reporting Person (See Instructions) | ||
* 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 | ||
| 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 | ||
| Number of | 5 | Sole Voting Power | |
| 6 | Shared Voting Power | ||
| 7 | Sole Dispositive Power | ||
| 8 | Shared Dispositive Power | ||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person | ||
| 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) | ||
| 12 | Type of Reporting Person (See Instructions) | ||
* 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 | ||
| 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 | ||
| Number of | 5 | Sole Voting Power | |
| 6 | Shared Voting Power | ||
| 7 | Sole Dispositive Power | ||
| 8 | Shared Dispositive Power | ||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person | ||
| 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) | ||
| 12 | Type of Reporting Person (See Instructions) | ||
* 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. | ||
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| (a) | Name of Issuer: |
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| (b) | Address of Issuers Principal Executive Offices: Xuhui District Shanghai, Peoples Republic of China, 200030 |
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| Item 2. | ||
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| (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. |
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| (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. |
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| (c) | Citizenship: |
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| (d) | Title and Class of Securities: |
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| (e) | CUSIP No.: |
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| 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: | |
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| Not applicable. | |
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| Item 4. | Ownership |
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| Sole power |
| Shared |
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| to |
| power |
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| Shared |
| dispose or |
| to dispose |
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| Sole power |
| power to |
| to |
| or |
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| Amount |
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| to vote or |
| vote or to |
| direct the |
| to direct the |
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| Reporting |
| beneficially |
| Percent of |
| direct to |
| direct the |
| disposition |
| disposition |
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| Person(1) |
| owned |
| class(2) |
| vote(2) |
| vote |
| of(1) |
| of |
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| SMC GP II |
| 5,693,200 |
| 8.96 | % | 5,693,200 |
| 0 |
| 5,693,200 |
| 0 |
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| SMC |
| 5,693,200 |
| 8.96 | % | 5,693,200 |
| 0 |
| 5,693,200 |
| 0 |
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| Smart Warrior |
| 5,693,200 |
| 8.96 | % | 5,693,200 |
| 0 |
| 5,693,200 |
| 0 |
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(1) As of December 31, 2019, Smart Warrior directly owned 5,693,200, or 8.96%, of the Issuers 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. |
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| Not applicable. |
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| Item 6. | Ownership of More than Five Percent on Behalf of Another Person. |
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| Not applicable. |
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| Item 7. | Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company or Control Person. |
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| Not applicable. |
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| Item 8. | Identification and Classification of Members of the Group. |
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| Not applicable. |
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| Item 9. | Notice of Dissolution of Group. |
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| Not applicable. |
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| Item 10. | Certifications. |
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| 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
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| SMC General Partner II Limited | |
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| By: | /s/ Nicholas John Powell |
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| Name: | Nicholas John Powell |
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| Title: | Director |
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| SMC Capital China Fund II, L.P. | |
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| By: SMC General Partner II Limited | |
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| Its General Partner | |
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| By: | /s/ Nicholas John Powell |
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| Name: | Nicholas John Powell |
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| Title: | Director |
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| Smart Warrior Limited | |
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| By: | /s/ Nicholas John Powell |
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| Name: | Nicholas John Powell |
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| Title: | Director |
7
EXHIBIT INDEX
| Exhibit No. |
| Description |
| 99.1 |
| Joint Filing Agreement |
8