Post-effective Amendment to an S-8 Filing (s-8 Pos)
12 November 2020 - 12:16PM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND
EXCHANGE COMMISSION
Washington,
D.C. 20549
POST-EFFECTIVE
AMENDMENT TO
FORM S-8
REGISTRATION
STATEMENT NO. 333-218206
UNDER
THE SECURITIES
ACT OF 1933
Bitauto Holdings
Limited
(Exact name of registrant as specified
in its charter)
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Cayman Islands
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Not Applicable
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(State or other jurisdiction of
incorporation or organization)
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(I.R.S. Employer
Identification No.)
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New Century Hotel Office Tower, 10/F
No. 6 South Capital Stadium Road
Beijing 100044
The People’s Republic of China
(86-10) 6849-2345
(Address of principal executive office)
2016 Share Incentive Plan
(Full Title
of the Plan)
Law Debenture Corporate Services Inc.
801 2nd Avenue, Suite 403
New York, New York 10017
(212) 750-6474
(for Registration Statement NO. 333-218206)
(Name,
address, including zip code, and telephone number, including area code, of agent for service)
Indicate by check mark whether the
registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the
definitions of “large accelerated filer,” “accelerated filer,” and “smaller reporting company”
in Rule 12b-2 of the Exchange Act. (Check one):
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Large accelerated filer
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¨
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Accelerated filer
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x
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Non-accelerated filer
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¨ (Do not check if a smaller reporting company)
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Smaller reporting company
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¨
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If an emerging growth company, indicate by check mark
if the registrant has elected not to use the extended transition period for complying with any new or revised financial standards
provided pursuant to Section 7(a)(2)(B) of the Securities Act. ¨
DEREGISTRATION
OF SECURITIES
Bitauto Holdings Limited
(the “Registrant”) is filing this post-effective amendment (“Post-Effective Amendment”) to the following
registration statement on Form S-8 (the “Registration Statement”) to deregister all unsold securities originally
registered by the Registrant pursuant to its Registration Statement No. 333-218206, filed with the Securities and Exchange
Commission on May 24, 2017, with respect to a total of 2,500,000 ordinary shares of the Registrant, par value US$0.00004
per share (the “Ordinary Shares”), thereby registered for offer or sale pursuant to Registrant’s 2016 Share Incentive
Plan, which was later amended and restated in March 2018.
On June 12, 2020, the
Registrant, Yiche Holding Limited (“Parent”) and Yiche Mergersub Limited
(“Merger Sub”) entered into an Agreement and Plan of Merger (the “Merger Agreement”). On November 4, 2020
(“Effective Time”), pursuant to the Merger Agreement, the Merger Sub was merged
with and into the Registrant (the “Merger”), with the Registrant
continuing as the surviving company and a wholly owned subsidiary of Parent. Upon completion
of the Merger, the Registrant became a privately-held company.
As a result of the Merger, the Registrant has terminated all
offerings of its securities pursuant to the Registration Statement. The Registrant hereby removes from registration, by means of
this Post-Effective Amendment, any and all of the securities registered under the Registration Statement that remained unsold as
of the Effective Time.
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 S-8 and has duly caused this Post-Effective Amendment to the Registration
Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the People’s Republic of China on
November 12, 2020.
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Bitauto Holdings Limited
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By:
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/s/ Xuan Zhang
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Name:
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Xuan Zhang
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Title:
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Chief Executive Officer
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No other person
is required to sign this Post-Effective Amendment in reliance upon Rule 478 under the Securities Act of 1933, as amended.
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