Under the Securities Exchange Act of 1934
(Amendment No.  1)*

(Name of Issuer)

(Title of Class of Securities)

(CUSIP Number)

(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)

(Date of Event Which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. o

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See §240. 13d-7 for other parties to whom copies are to be sent.

* 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 disclosures provided in a prior cover page.

** This CUSIP number applies to the Issuer’s American depositary shares (“ADSs”), each representing two Class A Ordinary Shares.

The information required on 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).

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Introductory Note

This Amendment No. 1 to Schedule 13D (this “Amendment No. 1”) hereby amends and supplements the statement on Schedule 13D filed with the U.S. Securities and Exchange Commission on April 7, 2016 (the “Original Schedule 13D”) on behalf of the Reporting Persons, with respect to the Class A Ordinary Shares of Momo Inc., a Cayman Islands company (the “Issuer”), including certain Class A Ordinary Shares represented by ADSs. Except as amended or supplemented herein, the information set forth in the Original Schedule 13D remains unchanged, and capitalized terms used but not defined herein have the meanings assigned thereto in the Original Schedule 13D. The agreement among the Reporting Persons relating to the joint filing of this Amendment No. 1 is incorporated hereto as Exhibit 99.1.

Item 2.       Identity and Background

Schedules A-1 and A-2 of the Original Schedule 13D are hereby amended and replaced in their entirety by Schedules A-1 and A-2 hereof.

Item 3.                     Source and Amount of Funds or Other Consideration

Item 3 of the Original Schedule 13D is hereby amended and supplemented by adding the following at the end thereof:

As described in Item 4 below, pursuant to the Proposal Withdrawal Notice (as defined in Item 4 below) and the Termination Agreement (as defined in Item 4 below), on August 18, 2016, the Buyer Group withdrew the Proposal and terminated the Consortium Agreement, as amended by the Amendment to the Consortium Agreement and supplemented by the AIL Adherence Agreement and Yunfeng Adherence Agreement (the “Amended Consortium Agreement”).

Item 4.                     Purpose of Transaction

Item 4 of the Original Schedule 13D is hereby amended and supplemented by adding the following at the end thereof:

On August 18, 2016, the Buyer Group delivered a notice (the “Proposal Withdrawal Notice”) to the Special Committee of the Board of Directors of the Issuer which notified the Issuer that the Buyer Group was withdrawing the Proposal and terminating any further discussion with the Issuer regarding the Proposal, with immediate effect.

On August 18, 2016, each of the members of the Buyer Group entered into a Termination Agreement dated as of August 18, 2016 (the “Termination Agreement”) pursuant to which the Buyer Group terminated the Amended Consortium Agreement.

The descriptions of the Proposal Withdrawal Notice and the Termination Agreement in this Item 4 are qualified in their entirety by reference to the complete text of the Proposal Withdrawal Notice and the Termination Agreement, which have been filed as Exhibit 99.2 and Exhibit 99.3, respectively, to this Amendment No. 1 and are incorporated by reference in their entirety into this Item 4.

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Item 5.                     Interests in Securities of the Issuer

Item 5 of the Original Schedule 13D is hereby amended by replacing the first paragraph of Item 5(a) and (b) thereof in its entirety as follows:

(a)-(b) The responses of each Reporting Person to Rows (7) through (13) of the cover pages of this Amendment No. 1 are hereby incorporated by reference in this Item 5. The percentage of the class of securities identified pursuant to Item 1 beneficially owned by each Reporting Person is based on an aggregate of 385,307,903 Ordinary Shares (including Class A and Class B Ordinary Shares) issued and outstanding as of June 30, 2106, as disclosed in the Company’s current report on Form 6-K filed with the Securities and Exchange Commission on August 17, 2016, including 96,886,370 Class B Ordinary Shares issued and outstanding, as disclosed in the Schedule 13D filed by Gallant Future Holdings Limited, among other persons, with the Securities and Exchange Commission on July 6, 2015. Each Class B Ordinary Share is entitled to 10 votes per share, and each Class A Ordinary Share is entitled to one vote per share.

Item 6.                     Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer

Item 6 of the Original Schedule 13D is hereby amended and supplemented by adding the following at the end thereof:

The Proposal Withdrawal Notice and the Termination Agreement, which have been filed as Exhibit 99.2 and Exhibit 99.3, respectively, to this Amendment No. 1, are hereby incorporated by reference in their entirety into this Item 6.

Item 7.                     Material to Be Filed as Exhibits

*Previously filed on April 7, 2016.

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SIGNATURES

After reasonable inquiry and to the best of each of the undersigned’s knowledge and belief, each of the undersigned, severally and not jointly, certifies that the information set forth in this statement is true, complete and correct.

Dated: August 19, 2016

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SCHEDULE A-1

Directors and Executive Officers of Alibaba Investment Limited

The following table sets forth the names and present principal occupation of each director of Alibaba Investment Limited (“AIL”).  Unless otherwise noted, the business address for each person listed below is c/o Alibaba Group Services Limited, 26/F, Tower One, Times Square, 1 Matheson Street, Causeway Bay, Hong Kong.  AIL does not have any executive officers.

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SCHEDULE A-2

Directors and Executive Officers of Alibaba Group Holding Limited

The following table sets forth the names, business addresses and present principal occupation of each director and executive officer of AGHL.  Unless otherwise noted, the business address for each director listed below is c/o Alibaba Group Services Limited, 26/F, Tower One, Times Square, 1 Matheson Street, Causeway Bay, Hong Kong.  Unless otherwise noted, the business address for each executive officer listed below is 969 West Wen Yi Road, Yu Hang District, Hangzhou 310013, People’s Republic of China.

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Exhibit 99.2

August 18, 2016

Special Committee of the Board of Directors
Momo Inc. (the “Company”)
20th Floor, Block B
Tower 2, Wangjing SOHO
No.1 Futongdong Street
Chaoyang District, Beijing 100102
People’s Republic of China

Dear Sirs:

Reference is made to the letter dated June 23, 2015 from Mr. Yan Tang (“Mr. Tang”), co-founder, chairman and chief executive officer of the Company, Matrix Partners China II Hong Kong Limited (“Matrix”), Sequoia Capital China Investment Management L.P. (“Sequoia”) and Huatai Ruilian Fund Management Co., Ltd. (“Huatai Ruilian”, and together with Mr. Tang, Matrix and Sequoia, the “Original Buyer Group”), to you setting forth the preliminary non-binding proposal (the “Proposal”) to acquire all outstanding ordinary shares (the “Shares”) of the Company not owned by the Original Buyer Group in a going-private transaction. Each of Alibaba Investment Limited (“Alibaba”) and Rich Moon Limited (“Yunfeng”) joined the Original Buyer Group on April 6, 2016. Alibaba, Rich Moon and the Original Buyer Group, collectively, is referred to in this withdrawal notice as the “Buyer Group.”

The Buyer Group is hereby withdrawing the Proposal to the Company and will terminate any further discussion with you regarding the Proposal, with immediate effect.  Please note that members of the Buyer Group have entered into a termination agreement to terminate the consortium agreement dated July 6, 2015 among members of the Buyer Group, as amended, with immediate effect.

Should you have any questions regarding this withdrawal notice, please do not hesitate to contact Yan Tang at tang.yan@immomo.com at any time.

[Signature Page to Withdrawal Notice]

Exhibit 99.3

Execution Version

TERMINATION AGREEMENT

This TERMINATION AGREEMENT (this “Termination Agreement”), is dated as of August 18, 2016 and is entered into by and among (a) Yan Tang (“Mr. Tang”), (b) Matrix Partners China II Hong Kong Limited, a company incorporated under the laws of Hong Kong (“Matrix”), (c) Sequoia Capital China Investment Management L.P., a company organized and existing under the laws of the People’s Republic of China (“Sequoia”), (d) Huatai Ruilian Fund Management Co., Ltd., a company organized and existing under the laws of the People’s Republic of China (“Huatai Ruilian”), (e) Alibaba Investment Limited, a limited liability company incorporated under the laws of the British Virgin Islands (“Alibaba”), and (f) Rich Moon Limited, an exempted company with limited liability incorporated under the laws of the Cayman Islands (“Yunfeng”).  Each of Mr. Tang, Matrix, Sequoia, Huatai Ruilian, Alibaba and Yunfeng is referred to herein as a “Party” and collectively as the “Parties.”  Capitalized terms used but not defined herein shall have the meanings ascribed thereto in the Consortium Agreement (as defined below).

RECITALS

WHEREAS, the Parties are parties to that certain Consortium Agreement, dated as of July 6, 2015, as amended on April 5, 2016 (the “Consortium Agreement”);

WHEREAS, pursuant to Section 6.01(c) of the Consortium Agreement, the Parties are permitted to terminate the Consortium Agreement at any time upon the mutual written agreement of the Parties; and

WHEREAS, the Parties desire to terminate the Consortium Agreement in its entirety on the date hereof.

NOW, THEREFORE, the Parties agree as follows:

1.     Termination of the Consortium Agreement.  Subject to Section 6.02(b) of the Consortium Agreement, the Consortium Agreement is hereby unconditionally and irrevocably terminated in its entirety (and notwithstanding Section 6.02(b) of the Consortium Agreement, including Article V (Exclusivity) thereof) pursuant to Section 6.01(c) of the Consortium Agreement and is of no further force or effect, effective as of the date of this Agreement.  The Parties hereby agree and acknowledge that no breach of the Consortium Agreement by any Party occurred prior to the date of this Agreement.

2.     Governing Law.  This Termination Agreement and all matters arising out of or relating to this Termination Agreement shall be governed by and construed in accordance with the substantive laws of the Hong Kong Special Administrative Region, without reference to conflict of laws principles.

3.     No Modification.  No provision in this Termination Agreement can be waived, modified or amended except by written consent of the Parties.

4.     Counterparts; Entire Agreement.  This Termination Agreement may be signed and delivered by facsimile or portable document format via electronic mail and in one or more counterparts, each of which shall be deemed an original but all of which shall be deemed to constitute a single instrument.  This Termination Agreement sets forth the entire agreement

and understanding among the Parties with respect to the subject matter hereof and supersedes all prior agreements, discussions or documents relating thereto.

5.     Successors.  This Termination Agreement shall inure to the benefit of, and be binding upon, the Parties and their respective successors and assigns.

[Signatures to Follow on the Next Page]

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IN WITNESS WHEREOF, the Parties hereto have executed this Termination Agreement as of the date and year first written above.

[Signature Page to Termination Agreement]