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POS AM 1 tm2232168-3_posam.htm POS AM tm2232168-3_posam - none - 2.6562525s

As filed with the Securities and Exchange Commission on December 9, 2022
Registration No. 333-257200

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

POST-EFFECTIVE AMENDMENT NO. 1
TO

FORM F-3

REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933

ECMOHO Limited

(Exact name of registrant as specified in its charter)

Not Applicable

(Translation of registrant’s name into English)

	Cayman Islands			Not Applicable
	(State or other jurisdiction of incorporation or organization)			(I.R.S. Employer Identification Number)

5th Floor, 909 Tianyaoqiao Road Xuhui District
Shanghai, 200030
The People’s Republic of China
+86-21-5456-5223

(Address and telephone number of registrant’s principal executive offices)

Cogency Global Inc.
122 East 42nd Street, 18th Floor
New York, NY 10168
(800) 221-0102

(Name, address and telephone number of agent for service)

Copies to:

Dan Ouyang, Esq.
Wilson Sonsini Goodrich & Rosati
Professional Corporation
Unit 2901, 29F, Tower C, Beijing Yintai Centre
No. 2 Jianguomenwai Avenue,
Chaoyang District, Beijing 100022
The People’s Republic of China
+86-10-6529-8300

Approximate date of commencement of proposed sale to the public: Not Applicable

If only securities being registered on this Form are being offered pursuant to dividend or interest reinvestment plans, please check the following box. ☐

If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, check the following box. ☐

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

If this Form is a registration statement pursuant to General Instruction I.C. or a post-effective amendment thereto that shall become effective upon filing with the Commission pursuant to Rule 462(e) under the Securities Act, check the following box. ☐

If this Form is a post-effective amendment to a registration statement filed pursuant to General Instruction I.C. filed to register additional securities or additional classes of securities pursuant to Rule 413(b) under the Securities Act, check the following box. ☐

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933.

Emerging growth company ☒

If an emerging growth company that prepares its financial statements in accordance with U.S. GAAP, 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. ☐

†

The term “new or revised financial accounting standard” refers to any update issued by the Financial Accounting Standards Board to its Accounting Standards Codification after April 5, 2012.

DEREGISTRATION OF UNSOLD SECURITIES

This Post-Effective Amendment No. 1 relates to the Registration Statement on Form F-3 (File No. 333-257200), originally filed by ECMOHO Limited (the “Company”) with the Securities and Exchange Commission (the “SEC”) on June 21, 2021, as amended (the “Registration Statement”). The Registration Statement was declared effective by the SEC on July 6, 2021.

On October 27, 2022, the Registrant’s American Depositary Shares representing the Class A ordinary shares, par value $0.00001 per share, of the Registrant were delisted from the Nasdaq Stock Market. Following the delisting from the Nasdaq Stock Market, the Registrant intends to deregister and terminate its reporting obligations under the Securities and Exchange Act of 1934, as amended.

In connection with the delisting, the Registrant has terminated any offerings of securities pursuant to the Registration Statement. In accordance with the undertakings made by the Registrant in the Registration Statement to remove from registration by means of a post-effective amendment any of the securities that had been registered which remain unsold at the termination of the offering, the Registrant hereby removes from registration any securities of the Registrant registered but unsold under the Registration Statement as of the date hereof.

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form F-3 and has duly caused this Post-Effective Amendment No. 1 to the Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in Shanghai, China, on December 9, 2022.

ECMOHO LIMITED

By:

/s/ Zoe Wang

Name: Zoe Wang

Title: Chairwoman and Chief Executive Officer

No other person is required to sign this Post-Effective Amendment in reliance upon Rule 478 under the Securities Act of 1933, as amended.

SIGNATURE OF AUTHORIZED REPRESENTATIVE OF THE REGISTRANT

Pursuant to the Securities Act of 1933, as amended, the undersigned, the duly authorized representative in the United States of ECMOHO Limited, has signed this Post-Effective Amendment No. 1 to the Registration Statement in New York, United States of America on December 9, 2022.

Authorized U.S. Representative

Cogency Global Inc.

By:

/s/ Colleen A. De Vries

Name: Colleen A. De Vries

Title:

Sr. Vice President on behalf of Cogency Global Inc.

No other person is required to sign this Post-Effective Amendment in reliance upon Rule 478 under the Securities Act of 1933, as amended.

SEC Form POS AM filed by ECMOHO Limited