Amended Statement of Ownership: Private Transaction (sc 13e3/a)

 

 

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

SCHEDULE 13E-3

(Rule 13e-100)

(Amendment No. 2)

Rule 13e-3 Transaction Statement under Section 13(e)

of the Securities Exchange Act of 1934

 

 

LAIX Inc.

(Name of the Issuer)

 

 

LAIX Inc.

Laix Infinite Co. Ltd.

Prilingo Merger Limited

Yi Wang

Joyx Holdings Ltd.

Zheren Hu

Muang Holdings Ltd.

Hui Lin

Ulingo Holdings Ltd.

Tiak Koon Loh

Best Venture Technology Limited

Tenzing Holdings 2011 Ltd.

Ning Zhang

Sino Avenue Limited

GGV Capital IV L.P.

GGV Capital IV Entrepreneurs Fund L.P.

GGV Capital Select L.P.

GGV Capital IV L.L.C.

GGV Capital Select L.L.C.

Jixun Foo

Glenn Solomon

Jeffrey Gordon Richards

Hans Tung

Jenny Hong Wei Lee

(Name of Person(s) Filing Statement)

Class A Ordinary Shares, par value $0.001 per share*

American Depositary Shares, each representing fourteen Class A Ordinary Shares

(Title of Classes of Securities)

50736W204**

(CUSIP Number of Classes of Securities)

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LAIX Inc. Building C2, No. 1687 Changyang Road Yangpu District, Shanghai 200090 China Attention: Yi Wang Telephone: [phone]		Laix Infinite Co. Ltd. Prilingo Merger Limited Yi Wang Joyx Holdings Ltd. Zheren Hu Muang Holdings Ltd. Hui Lin Ulingo Holdings Ltd. Building C2, No. 1687 Changyang Road Yangpu District, Shanghai, 200090, China Telephone: [phone]
Tiak Koon Loh Best Venture Technology Limited B21, 9/F, Block B, Repulse Bay Apartment 101 Repulse Bay Road, Hong Kong Telephone: [phone]		Tenzing Holdings 2011 Ltd. 1040 Court St. San Rafael, CA 94901 United States of America Telephone: [phone]
Ning Zhang Sino Avenue Limited 25/F, Shanghai Tower, No. 501 Middle Yincheng Rd. Pudong New Area, Shanghai, 200120, China Telephone: [phone]		GGV Capital IV L.P. GGV Capital IV Entrepreneurs Fund L.P. GGV Capital Select L.P. GGV Capital IV L.L.C. GGV Capital Select L.L.C. Jixun Foo Glenn Solomon Jeffrey Gordon Richards Hans Tung Jenny Hong Wei Lee 3000 Sand Hill Road, Building 4, Suite 230 Menlo Park, CA 94025 United States of America Telephone: [phone]

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications on Behalf of the Persons Filing Statement)

With copies to:

 

David T. Zhang, Esq. Rongjing Zhao, Esq. Kirkland & Ellis 26th Floor, Gloucester Tower The Landmark 15 Queen’s Road, Central Hong Kong Tel: [phone]		Peter X. Huang, Esq. Skadden, Arps, Slate, Meagher & Flom LLP 30/F, China World Office 2 No. 1, Jianguomenwai Avenue Chaoyang District Beijing 100004, China Tel: [phone]		Haiping Li, Esq. Skadden, Arps, Slate, Meagher & Flom LLP JingAn Kerry Centre, Tower II, 46/F 1539 Nanjing West Road Shanghai 200040, China Tel: [phone]

 

 

This statement is filed in connection with (check the appropriate box):

 

a.		☐		The filing of solicitation materials or an information statement subject to Regulation 14A, Regulation 14C or Rule 13e-3(c) under the Securities Exchange Act of 1934.
b.		☐		The filing of a registration statement under the Securities Act of 1933.
c.		☐		A tender offer.
d.		☒		None of the above.

Check the following box if the soliciting materials or information statement referred to in checking box (a) are preliminary copies:  ☐

Check the following box if the filing is a final amendment reporting the results of the transaction:  ☒

 

*	Not for trading, but only in connection with the quotation of the American depositary shares (“ADSs”) on the OTC Pink Limited Information (the “OTC Market”), each representing fourteen Class A ordinary shares, par value $0.001 per share, of the Company (the “Class A Ordinary Shares”).

**	CUSIP number of the ADSs, each representing fourteen Class A Ordinary Shares.

NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES COMMISSION HAS APPROVED OR DISAPPROVED OF THIS TRANSACTION, PASSED UPON THE MERITS OR FAIRNESS OF THIS TRANSACTION, OR PASSED UPON THE ADEQUACY OR ACCURACY OF THE DISCLOSURE IN THIS TRANSACTION STATEMENT ON SCHEDULE 13E-3. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.

 

 

 

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INTRODUCTION

This amendment No. 2 (the “Final Amendment”) to transaction statement pursuant to Rule 13e-3 amends and supplements the transaction statement pursuant to Rule 13e-3 filed with the Securities and Exchange Commission (the “SEC”) pursuant to Section 13(e) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), on July 11, 2022 and amended on August 8, 2022 (together with the exhibits thereto, as amended, the “Transaction Statement”). Except as provided herein, this Final Amendment does not modify any of the information previously reported on the Transaction Statement.

This Final Amendment is being filed jointly by the following Persons (each, separately, a “Filing Person,” and collectively, the “Filing Persons”): (a) LAIX Inc., an exempted company with limited liability incorporated under the laws of the Cayman Islands (the “Company”), the issuer of the Ordinary Shares (as defined below), including the Class A Ordinary Shares represented by ADSs, that is subject to the transaction pursuant to Rule 13e-3 under the Exchange Act; (b) Laix Infinite Co. Ltd., an exempted company incorporated with limited liability under the laws of the Cayman Islands (“Parent”); (c) Prilingo Merger Limited, an exempted company incorporated with limited liability under the laws of the Cayman Islands and a wholly-owned subsidiary of Parent (“Merger Sub”); (d) Dr. Yi Wang, co-founder, chairman of the board of the directors, and chief executive officer of the Company, and Joyx Holdings Ltd., a company incorporated under the laws of the British Virgin Islands beneficially owned by Dr. Yi Wang; (e) Mr. Zheren Hu, co-founder, director, and chief technology officer of the Company, and Muang Holdings Ltd., a company incorporated under the laws of the British Virgin Islands beneficially owned by Mr. Zheren Hu; (f) Dr. Hui Lin, co-founder, director, and chief scientist of the Company, and Ulingo Holdings Ltd., a company incorporated under the laws of the British Virgin Islands beneficially owned by Dr. Hui Lin; (g) Mr. Tiak Koon Loh, independent director of the Company, and Best Venture Technology Limited, a company incorporated under the laws of the British Virgin Islands and a wholly-owned subsidiary of Mr. Tiak Koon Loh; (h) Tenzing Holdings 2011 Ltd., a company incorporated under the laws of the British Virgin Islands; (i) Ms. Ning Zhang and Sino Avenue Limited, a company incorporated under the laws of the British Virgin Islands and a wholly-owned subsidiary of Ms. Ning Zhang; and (j) GGV Capital IV L.P., a limited partnership organized under the laws of the State of Delaware, GGV Capital IV Entrepreneurs Fund L.P., a limited partnership organized under the laws of the State of Delaware, GGV Capital Select L.P., a limited partnership organized under the laws of the State of Delaware, GGV Capital IV L.L.C., a limited liability company organized under the laws of the State of Delaware, GGV Capital Select L.L.C., a limited liability company organized under the laws of the State of Delaware, Messrs. Jixun Foo, Glenn Solomon, Jeffrey Gordon Richards, Hans Tung and Ms. Jenny Hong Wei Lee.

The Transaction Statement relates to the Agreement and Plan of Merger dated June 17, 2022 (the “Merger Agreement”) by and among the Company, Parent and Merger Sub providing for the merger of Merger Sub with and into the Company (the “Merger”) in accordance with the Part XVI and in particular section 233(7) of the Companies Act, Cap. 22 (Law 3 of 1961, as consolidated and revised) of the Cayman Islands (the “Cayman Islands Companies Act”), with the Company continuing as the surviving company (as defined in the Cayman Islands Companies Act) resulting from the Merger.

This Final Amendment is being filed pursuant to Rule 13e-3(d)(3) to report the results of the transactions that are the subject of the Transaction Statement.

All information contained in the Transaction Statement concerning each Filing Person has been supplied by such Filing Person.

 

ITEM 15

ADDITIONAL INFORMATION

Item 15 is hereby amended and supplemented as follows:

 

(c)	Other Material Information

On October 11, 2022, the Company and Merger Sub filed with the Registrar of Companies of the Cayman Islands a plan of merger (the “Plan of Merger”), pursuant to which the Merger became effective on October 11, 2022 (the “Effective Time”), with Merger Sub merging with and into the Company and the Company becoming a private company wholly owned by Parent.

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Under the terms of the Merger Agreement, at the Effective Time, (i) each ordinary share of the Company (each an “Ordinary Share”) issued and outstanding immediately prior to the Effective Time (other than the Excluded Shares (as defined in the Merger Agreement), the Dissenting Shares (as defined in the Merger Agreement) and any Class A Ordinary Shares represented by ADSs) was cancelled and ceased to exist in exchange for the right to receive US$0.1357 in cash per Ordinary Share without interest, and (ii) each ADS (other than ADSs representing the Excluded Shares) issued and outstanding immediately prior to the Effective Time, together with the underlying Class A Ordinary Shares represented by such ADSs, was cancelled and ceased to exist in exchange for the right to receive US$1.90 in cash per ADS without interest, less an ADS cancellation fee of US$0.05 per ADS and any applicable expenses, taxes and other governmental charges.

In connection with the consummation of the Merger, the ADS program of the Company will terminate and the ADSs will no longer be quoted on the OTC Pink Market, effective as of market close on October 11, 2022. The Company intends to file with the SEC a Form 15 suspending the Company’s reporting obligations under the Exchange Act. The Company’s obligations to file with or furnish to the SEC certain reports and forms, including Form 20-F and Form 6-K, will be suspended immediately as of the filing date of the Form 15 and will terminate once the deregistration becomes effective.

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SIGNATURE

After due inquiry and to the best of my knowledge and belief, I certify that the information set forth in this Transaction Statement is true, complete and correct.

Dated: October 11, 2022

 

LAIX Inc.
By:		/s/ Li-Lan Cheng
		Name:		Li-Lan Cheng
		Title:		Director and Member of the Special Committee
Laix Infinite Co. Ltd.
By:		/s/ Yi Wang
		Name:		Yi Wang
		Title:		Director
Prilingo Merger Limited
By:		/s/ Yi Wang
		Name:		Yi Wang
		Title:		Director
Yi Wang
By:		/s/ Yi Wang
		Name:		Yi Wang
Joyx Holdings Ltd.
By:		/s/ Yi Wang
		Name:		Yi Wang
		Title:		Director
Zheren Hu
By:		/s/ Zheren Hu
		Name:		Zheren Hu
Muang Holdings Ltd.
By:		/s/ Zheren Hu
		Name:		Zheren Hu
		Title:		Director
Hui Lin
By:		/s/ Hui Lin
		Name:		Hui Lin

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Ulingo Holdings Ltd.
By:		/s/ Hui Lin
		Name:		Hui Lin
		Title:		Director
Tiak Koon Loh
By:		/s/ Tiak Koon Loh
		Name:		Tiak Koon Loh
Best Venture Technology Limited
By:		/s/ Tiak Koon Loh
		Name:		Tiak Koon Loh
		Title:		Director
Tenzing Holdings 2011 Ltd.
By:		/s/ Yibo Shao
		Name:		Yibo Shao
		Title:		Director
Ning Zhang
By:		/s/ Ning Zhang
		Name:		Ning Zhang
Sino Avenue Limited
By:		/s/ Ning Zhang
		Name:		Ning Zhang
		Title:		Director
GGV Capital IV L.P.
By: GGV Capital IV L.L.C., its General Partner
By:		/s/ Terence Jen
		Name:		Terence Jen
		Title:		Attorney-in-Fact
GGV Capital IV Entrepreneurs Fund L.P.
By: GGV Capital IV L.L.C., its General Partner
By:		/s/ Terence Jen
		Name:		Terence Jen
		Title:		Attorney-in-Fact

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GGV Capital Select L.P. By: GGV Capital Select L.L.C., its General Partner
By:		/s/ Terence Jen
		Name:		Terence Jen
		Title:		Attorney-in-Fact
GGV Capital IV L.L.C.
By:		/s/ Terence Jen
		Name:		Terence Jen
		Title:		Attorney-in-Fact
GGV Capital Select L.L.C.
By:		/s/ Terence Jen
		Name:		Terence Jen
		Title:		Attorney-in-Fact
Jixun Foo
By:		/s/ Jixun Foo
		Name:		Jixun Foo
Glenn Solomon
By:		/s/ Glenn Solomon
		Name:		Glenn Solomon
Jeffrey Gordon Richards
By:		/s/ Jeffrey Gordon Richards
		Name:		Jeffrey Gordon Richards
Jenny Hong Wei Lee
By:		/s/ Jenny Hong Wei Lee
		Name:		Jenny Hong Wei Lee
Hans Tung
By:		/s/ Hans Tung
		Name:		Hans Tung