424B4 1 d637426d424b4.htm 424(B)(4) Table of ContentsFiled Pursuant to Rule 424(b)(4)Registration No. 333-233951 4,375,000 American Depositary Shares ECMOHO Limited Representing 17,500,000 Class A Ordinary Shares This is an initial public offering of American depositary shares, or ADSs, of ECMOHO Limited. ECMOHO Limited is offering 4,375,000 ADSs to be sold in the offering. Each ADS represents four Class A ordinary shares, par value US$0.00001 per share. Prior to this offering, there has been no public market for the ADSs or our shares. The initial public offering price per ADS is US$10.00. Our ADSs have been approved for listing on the NASDAQ Global Market under the symbol “MOHO”. We are an “emerging growth company” as defined under applicable U.S. securities laws and, as such, we are eligible for reduced public company reporting requirements. Investing in our ADSs involves risks. See “Risk Factors” beginning on page 17 to read about factors you should consider before buying the ADSs. Neither the Securities and Exchange Commission nor any other regulatory body has approved or disapproved of these securities or passed upon the accuracy or adequacy of this prospectus. Any representation to the contrary is a criminal offense. Per ADS Total Initial public offering price US$10.00 US$43,750,000 Underwriting discounts and commissions(1) US$0.70 US$3,062,500 Proceeds, before expenses, to us US$9.30 US$40,687,500 (1)For a description of compensation payable to the underwriters, see “Underwriting.” The underwriters have the option to purchase up to 656,250 additional ADSs from us at the initial public offering price less the underwriting discounts and commissions within 30 days from the date of this prospectus. Upon the completion of this offering, our outstanding shares will consist of Class A ordinary shares and Class B ordinary shares. Holders of Class A ordinary shares and holders of Class B ordinary shares have same rights except for voting and conversion rights. Each holder of our Class B ordinary shares is entitled to ten votes per share, and each holder of our Class A ordinary shares is entitled to one vote per share on all matters submitted to them for a vote. Our Class B ordinary shares are convertible at any time by the holder thereof into Class A ordinary shares on a one-for-one basis, while Class A ordinary shares are not convertible into Class B ordinary shares under any circumstances. We will be a “controlled company” under the NASDAQ Stock Market Rules because our co-founders, Ms. Zoe Wang and Mr. Leo Zeng, will beneficially own, in aggregate, 100% of our issued Class B ordinary shares. These Class B ordinary shares will constitute approximately 54.6% of our total issued and outstanding share capital and 92.3% of the aggregate voting power of our total issued and outstanding share capital immediately after the completion of this offering, assuming that the underwriters do not exercise their over-allotment option. The underwriters expect to deliver the ADSs against payment in New York, New York on November 13, 2019. UBS Investment Bank AMTD CICC Tiger BrokersProspectus dated November 12, 2019 Table of ContentsTable of ContentsTABLE OF CONTENTS Page Prospectus Summary 1 Risk Factors 17 Special Note Regarding Forward-Looking Statements 57 Use of Proceeds 58 Dividend Policy 59 Capitalization 60 Dilution 62 Enforceability of Civil Liabilities 64 Corporate History and Structure 66 Selected Consolidated Financial and Operating Data 71 Management’s Discussion and Analysis of Financial Condition and Results of Operations 75 Our Market Opportunities 96 Business 100 Regulation 114 Management 132 Principal Shareholders 138 Related Party Transactions 141 Description of Share Capital 143 Description of American Depositary Shares 153 Shares Eligible for Future Sale 165 Taxation 166 Underwriting 173 Expenses Relating to this Offering 184 Legal Matters 185 Experts 186 Where You Can Find Additional Information 187 Index to Consolidated Financial Statements F-1 You should rely only on the information contained in this prospectus or in any related free writing prospectus that we have filed with the SEC. We have not authorized anyone to provide you with information that is different. This prospectus may only be used where it is legal to offer and sell these securities. The information contained in this prospectus is current only as of its date. Until December 3, 2019 (the 25th day after the date of this prospectus), all dealers that effect transactions in these securities, whether or not participating in this offering, may be required to deliver a prospectus. This is in addition to the dealer’s obligation to deliver a prospectus when acting as underwriters and with respect to their unsold allotments or subscriptions. Neither we nor any of the underwriters has done anything that would permit this offering or possession or distribution of this