As filed with the Securities and Exchange Commission on August 16, 2022
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
POST-EFFECTIVE AMENDMENT NO. 1 TO
REGISTRATION STATEMENT NO. 333-249899
REGISTRATION STATEMENT NO. 333-259999
THE SECURITIES ACT OF 1933
BlueCity Holdings Limited
(Exact name of registrant as specified in its charter)
|Cayman Islands||Not Applicable|
|(state or other jurisdiction of
incorporation or organization)
Block 2 Tower B Room 028
No. 22 Pingguo Shequ, Bai Zi Wan Road
Chaoyang District, Beijing 100022
People’s Republic of China
+86 10 5876-9855
(Address of principal executive office)
2015 Stock Incentive Plan
2020 Share Incentive Plan
2021 Share Incentive Plan
(Full Title of the Plan)
Cogency Global Inc.
122 East 42nd Street, 18th Floor
New York, NY 10168
(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, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
|Large accelerated filer||¨||Accelerated filer||x|
|Non-accelerated filer||¨||Smaller reporting company||¨|
|Emerging growth company||x|
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
BlueCity Holdings Limited (the “Registrant”) is filing this post-effective amendment No. 1 (“Post-Effective Amendment”) to the following registration statements on Form S-8 (collectively, the “Registration Statements”) to deregister all unsold securities originally registered by the Registrant pursuant to its (i) Registration Statement No. 333-249899, filed with the Securities and Exchange Commission (the “Commission”) on November 6, 2020, with respect to a total of 2,310,507 class A ordinary shares of the Registrant, par value US$0.0001 per share (the “Class A Ordinary Shares”), thereby registered for offer or sale pursuant to Registrant’s 2015 Stock Incentive Plan and 2020 Share Incentive Plan; and (ii) Registration Statement No. 333-259999, filed with the Commission on October 4, 2021, with respect to a total of 833,550 Class A Ordinary Shares thereby registered for offer or sale pursuant to Registrant’s 2021 Share Incentive Plan.
On April 30, 2022, the Registrant entered into an Agreement and Plan of Merger (the “Merger Agreement”) with Multelements Limited (“Parent”) and Diversefuture Limited (“Merger Sub”), a wholly-owned subsidiary of Parent. On August 12, 2022 (the “Effective Time”), pursuant to the Merger Agreement, Merger Sub was merged with and into the Registrant (the “Merger”), with the Registrant being the surviving company of the Merger as 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 Statements. The Registrant hereby removes from registration, by means of this Post-Effective Amendment, any and all of the securities registered under the Registration Statements that remained unsold as of the Effective Time.
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 Statements to be signed on its behalf by the undersigned, thereunto duly authorized, in the People’s Republic of China on August 16, 2022.
|BlueCity Holdings Limited|
|By:||/s/ Junchen Sun|
|Title:||Chief Financial Officer|
No other person is required to sign this Post-Effective Amendment in reliance upon Rule 478 under the Securities Act of 1933, as amended.