UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 6-K
REPORT OF FOREIGN PRIVATE ISSUER
PURSUANT TO RULE 13a-16 OR 15d-16 UNDER
THE SECURITIES EXCHANGE ACT OF 1934
For the month of June 2021
Commission File Number: 001-36765
Momo Inc.
20th Floor, Block B
Tower 2, Wangjing SOHO
No.1 Futongdong Street
Chaoyang District, Beijing 100102
People’s Republic of China
(Address of principal executive offices)
Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F.
Form 20-F ☒ Form 40-F ☐
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1): ☐
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7): ☐
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
| Momo Inc. | ||||
| By | : | /s/ Jonathan Xiaosong Zhang | ||
| Name | : | Jonathan Xiaosong Zhang | ||
| Title | : | Chief Financial Officer | ||
Date: June 28, 2021
Exhibit Index
Exhibit 99.1—Press Release
Exhibit 99.2—Notice of Extraordinary General Meeting
Exhibit 99.3—Form of Proxy for Extraordinary General Meeting
Exhibit 99.4—Ballot for Extraordinary General Meeting
Exhibit 99.1
Momo to Hold an Extraordinary General Meeting on August 2, 2021
BEIJING, CHINA, June 28, 2021 – Momo Inc. (NASDAQ: MOMO) (“Momo” or the “Company”), a leading mobile social and entertainment platform in China, today announced it will hold an Extraordinary General Meeting of Shareholders (the “EGM”) at 20th Floor, Block B, Tower 2, Wangjing SOHO, No. 1 Futongdong Street, Chaoyang District, Beijing 100102, People’s Republic of China at 2:00 pm (Beijing Time) on August 2, 2021.
The purpose of the EGM is for the Company’s shareholders to consider, and if thought fit, approve the change of the Company’s legal name from “Momo Inc.” to “Hello Group Inc.” The proposed name change will not affect any rights of shareholders or the Company’s operations and financial position.
The board of directors of the Company has fixed the close of business on July 2, 2021 as the record date (the “Record Date”) in order to determine the shareholders entitled to receive notice of the EGM or any adjourned or postponed meeting thereof. The notice of EGM and form of proxy for the EGM are available on the Company’s website at http://ir.immomo.com.
Holders of the Company’s ordinary shares whose names are on the register of members of the Company at the close of business on the Record Date are entitled to attend the EGM and any adjournment or postponement thereof in person. Holders of the Company’s American depositary shares (“ADSs”) who wish to exercise their voting rights for the underlying shares must act through Deutsche Bank Trust Company Americas, the depositary of the Company’s ADS program.
About Momo
We are a leading player in China’s online social and entertainment space. Through Momo, Tantan and other properties within our product portfolio, we enable users to discover new relationships, expand their social connections and build meaningful interactions. Momo is a mobile application that connects people and facilitates social interactions based on location, interests and a variety of online recreational activities. Tantan, which was added into our family of applications through acquisition in May 2018, is a leading social and dating application. It is designed to help its users find and establish romantic connections as well as meet interesting people. We also operate a number of other applications to serve different social and entertainment demands from our users.
For investor and media inquiries, please contact:
Momo Inc.
Investor Relations
Phone: +86-10-5731-0538
Email: ir@immomo.com
Christensen
In China
Mr. Eric Yuan
Phone: +86-10-5900-1548
E-mail: Eyuan@christensenir.com
In US
Ms. Linda Bergkamp
Phone: +1-480-614-3004
Email: lbergkamp@christensenir.com
Exhibit 99.2
Momo Inc.
(Incorporated in the Cayman Islands with limited liability)
(Nasdaq Ticker: MOMO)
––––––––––––
NOTICE OF EXTRAORDINARY GENERAL MEETING
to be held on August 2, 2021
(or any adjourned or postponed meeting thereof)
NOTICE IS HEREBY GIVEN that an extraordinary general meeting (the “EGM”) of Momo Inc. (the “Company”) will be held at 20th Floor, Block B, Tower 2, Wangjing SOHO, No. 1 Futongdong Street, Chaoyang District, Beijing 100102, People’s Republic of China, at 2:00 pm (Beijing Time) on August 2, 2021, and at any adjourned or postponed meeting thereof, for the following purposes:
| 1. | To consider and, if thought fit, pass the following resolution: |
“AS A SPECIAL RESOLUTION:
THAT the Company’s legal name be changed from “Momo Inc.” to “Hello Group Inc.””
The board of directors of the Company has fixed the close of business on July 2, 2021 as the record date (the “Record Date”) for determining the shareholders entitled to receive notice of and to vote at the EGM or any adjourned or postponed meeting thereof.
Holders of the Company’s ordinary shares of US$0.0001 each (the “Shares”) whose names are on the register of members of the Company at the close of business on the Record Date are entitled to attend and vote at the EGM and any adjourned or postponed meeting thereof. Holders of the Company’s American depositary shares (“ADSs”) who wish to exercise their voting rights for the underlying Shares represented by their ADSs must act through Deutsche Bank Trust Company Americas, the depositary of the Company’s ADS program.
Shareholders may obtain a copy of the Company’s extraordinary report, free of charge, from the Company’s website at https://ir.immomo.com/, or by contacting Momo Inc. at ir@immomo.com, or by writing to Momo Inc. at 20th Floor, Block B, Tower 2, Wangjing SOHO, No. 1 Futongdong Street, Chaoyang District, Beijing 100102, People’s Republic of China, telephone: +86-10-5731-0567.
| By Order of the Board of Directors, | ||
| Momo Inc. | ||
| By: | /s/ Yan Tang | |
| Name: | Yan Tang | |
| Title: | Executive Chairman of the Board of Directors | |
| Beijing, China, | ||
| June 28, 2021 | ||
Exhibit 99.3
Momo Inc.
(Incorporated in the Cayman Islands with limited liability)
(Nasdaq Ticker: MOMO)
––––––––––––
Form of Proxy for Extraordinary General Meeting
to be held on August 2, 2021
(or any adjourned or postponed meeting thereof)
Introduction
This form of proxy (the “Form of Proxy”) is furnished in connection with the solicitation by the board of directors of Momo Inc. (the “Board”), a Cayman Islands company (the “Company”), of proxies from the holders of the issued and outstanding ordinary shares, par value US$0.0001 per share, of the Company (the “Ordinary Shares”) to be exercised at the extraordinary general meeting of the Company (the “EGM”) to be held at 20th Floor, Block B, Tower 2, Wangjing SOHO, No. 1 Futongdong Street, Chaoyang District, Beijing 100102, People’s Republic of China, at 2:00 pm (Beijing Time) on August 2, 2021, and at any adjourned or postponed meeting thereof, for the purposes set forth in the accompanying notice of the EGM (the “EGM Notice”).
Only the holders of record of the Ordinary Shares at the close of business on July 2, 2021 (the “Record Date”) are entitled to receive notice of and to vote at the EGM. In respect of the matters requiring shareholders’ vote at the EGM, each Class A Ordinary Share is entitled to one vote and each Class B Ordinary Share is entitled to ten votes. The quorum of the EGM is two shareholders being not less than an aggregate of fifty percent (50%) of all votes attaching to all issued and outstanding Ordinary Shares and entitled to vote at the EGM, present in person or by proxy or, if a corporation or other non-natural person, by its duly authorized representative. This Form of Proxy and the accompanying EGM Notice will be first mailed to the shareholders of the Company on or about July 14, 2021.
The Ordinary Shares represented by all properly executed proxies returned to the Company will be voted at the EGM as indicated or, if no instruction is given, the holder of the proxy will vote the Ordinary Shares at his discretion, unless a reference to the holder of the proxy having such discretion has been deleted and initialed on this Form of Proxy. Where the chairman of the EGM acts as proxy and is entitled to exercise his discretion, he is likely to vote the Ordinary Shares FOR the resolutions. As to any other business that may properly come before the EGM, all properly executed proxies will be voted by the persons named therein in accordance with their discretion. The Company does not presently know of any other business which may come before the EGM. However, if any other matter properly comes before the EGM, or any adjourned or postponed meeting thereof, which may properly be acted upon, unless otherwise indicated the proxies solicited hereby will be voted on such matter in accordance with the discretion of the proxy holders named therein.
Whether or not you propose to attend the AGM in person, you are strongly advised to complete and sign this Form of Proxy in accordance with the instructions printed on it. Returning this Form of Proxy will not preclude you from attending the AGM and voting in person if you so wish. Any person giving a proxy has the right to revoke it at any time before it is exercised (i) by filing with the Company a duly signed revocation at its registered office at Maples Corporate Services Limited PO Box 309 Ugland House, Grand Cayman, KY1-1104, Cayman Islands, with a copy delivered to its offices at 20th Floor, Block B, Tower 2, Wangjing SOHO, No. 1 Futongdong Street, Chaoyang District, Beijing 100102, People’s Republic of China, or (ii) by voting in person at the EGM.
To be valid, this Form of Proxy must be completed, signed and returned to the Company’s offices (to the attention of: Ms. Ying Zhang) at 20th Floor, Block B, Tower 2, Wangjing SOHO, No. 1 Futongdong Street, Chaoyang District, Beijing 100102, People’s Republic of China as soon as possible so that it is received by the Company no later than 48 hours before the time of the EGM.
1
Momo Inc.
(Incorporated in the Cayman Islands with limited liability)
(Nasdaq Ticker: MOMO)
––––––––––––
Form of Proxy for Extraordinary General Meeting
to be held on August 2, 2021
(or any adjourned or postponed meeting thereof)
I/We __________________ of __________________________, being the registered holder of _____________________ Ordinary Shares 1, par value US$0.0001 per share, of Momo Inc. (the “Company”), hereby appoint the Chairman of the Extraordinary General Meeting 2 or _________________ of __________________________ as my/our proxy to attend and act for me/us at the Extraordinary General Meeting (or at any adjourned or postponed meeting thereof) of the Company to be held at 20th Floor, Block B, Tower 2, Wangjing SOHO, No. 1 Futongdong Street, Chaoyang District, Beijing 100102, People’s Republic of China, at 2:00 pm (Beijing Time) on August 2, 2021, and in the event of a poll, to vote for me/us as indicated below, or if no such indication is given, as my/our proxy thinks fit 3.
| No. |
RESOLUTION |
FOR 3 |
AGAINST 3 |
ABSTAIN 3 | ||||
| 1. | AS A SPECIAL RESOLUTION:
THAT the Company’s legal name be changed from “Momo Inc.” to “Hello Group Inc.” |
Dated _______________, 2021 Signature(s)4____________________
| 1 | Please insert the number and class (i.e., Class A or Class B) of Ordinary Shares registered in your name(s) to which this proxy relates. If no number is inserted, this form of proxy will be deemed to relate to all the Ordinary Shares in the Company registered in your name(s). |
| 2 | If any proxy other than the Chairman of the Extraordinary General Meeting is preferred, strike out the words “the Chairman of the Extraordinary General Meeting or” and insert the name and address of the proxy desired in the space provided. A shareholder may appoint one or more proxies to attend and vote in his stead. A proxy need not be a shareholder of the Company. A shareholder entitled to attend and vote at the AGM is entitled to appoint one or more proxies to attend and vote in his/her stead. Any alteration made to this form of proxy must be initialed by the person(s) who sign(s) it. |
| 3 | IMPORTANT: If you wish to vote for a particular resolution, tick the appropriate box marked “for”. If you wish to vote against a particular resolution, tick the appropriate box marked “against”. If you wish to abstain from voting on a particular resolution, tick the appropriate box marked “abstain”. You may instruct your proxy to vote some or all of the shares in respect of which the proxy is appointed either for or against any resolution and/or abstain from voting as such proxy need not cast the votes in respect of your shares in the same way on any resolution. In this case, please specify in the voting boxes above the number of shares in respect of which your proxy is to vote for or against or to abstain in respect of each resolution. If you have appointed more than one proxy, please specify in the voting boxes above the number of shares in respect of which each proxy is entitled to exercise the related votes. If you do not complete this information, the first person listed above shall be entitled to exercise all the votes in relation to the relevant resolution. If you have appointed more than one proxy, the first person listed above shall be entitled to vote on a show of hands. If this form is returned without an indication as to how the proxy shall vote, the proxy will exercise his/her discretion as to whether he/she votes and if so how. |
| 4 | This form of proxy must be signed by you or your attorney duly authorized in writing or, in the case of a corporation, must be either under seal or executed under the hand of an officer or attorney duly authorized to sign the same. |
2
Exhibit 99.4
Momo Inc.
(Incorporated in the Cayman Islands with limited liability)
(Nasdaq Ticker: MOMO)
––––––––––––
Ballot for the Extraordinary General Meeting
to be held on August 2, 2021
(or any adjourned or postponed meeting thereof)
I/We ________________________ of ______________________________________, being the registered holder of _____________________ ordinary shares 1, par value US$0.0001 per share, of Momo Inc. (the “Company”), hereby cast my ballot as follows:
| No. |
RESOLUTION |
FOR 2 |
AGAINST 2 |
ABSTAIN 2 | ||||
| 1. | AS A SPECIAL RESOLUTION: THAT the Company’s legal name be changed from “Momo Inc.” to “Hello Group Inc.” |
Signature(s)3 __________________
| 1 | Please insert the number and class (i.e., Class A or Class B) of ordinary shares registered in your name(s) to which this proxy relates. If no number is inserted, this ballot will be deemed to relate to all the shares in the Company registered in your name(s). |
| 2 | IMPORTANT: If you wish to vote for a particular resolution, tick the appropriate box marked “for”. If you wish to vote against a particular resolution, tick the appropriate box marked “against”. If you wish to abstain from voting on a particular resolution, tick the appropriate box marked “abstain”. |
| 3 | This ballot must be signed by you or your attorney duly authorized in writing or, in the case of a corporation, must be either under seal or executed under the hand of an officer or attorney duly authorized to sign the same. |