MTBLY Moatable Inc (PK)

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

  

FORM 8-K

 

CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934

 

Date of Report (Date of earliest event reported): March 5, 2025

 

  

Moatable, Inc.

(Exact Name of Registrant as specified in its charter)

 

Commission file number: 001-35147

 

Cayman Islands	45 West Buchanan Street, Phoenix, Arizona, 85003	Not Applicable
(State or other jurisdiction of incorporation or organization)	(Address of principal executive offices, including zip code)	(I.R.S. Employer Identification No.)
	(623) 473-5749
	(Registrant’s telephone number, including area code)

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

 

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

Securities registered pursuant to Section 12(b) of the Act:

 

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
American depositary shares, each representing 45 Class A ordinary shares	MTBLY	OTC Pink
Class A ordinary shares, par value $0.001 per share*	MTBLY	OTC Pink

 

* Not for trading, but only in connection with the listing and trading of American depositary shares on OTC Pink.

 

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

 

Emerging growth company ¨

 

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 accounting standards provided pursuant to Section 13(a) of the Exchange Act.  ¨

 

 

 

Item 7.01. Regulation FD Disclosure

 

On March 5, Moatable, Inc. (the “Company”) issued a press release announcing the declaration of a special cash dividend further described in Item 8.01 below. A copy of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference. The information contained in this Item 7.01 (including Exhibit 99.1 attached hereto) shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.

 

Item 8.01. Other Events.

 

On March 5, 2025, the board of directors of the Company declared a special cash dividend of US$0.01346 per ordinary share, or US$0.6057 per American depositary share (“ADS”), payable to the holders of the Company’s ordinary shares (including those in the form of ADSs, each one (1) ADS currently representing 45 Class A ordinary shares) of record as of 5:00 p.m. Eastern Time on March 17, 2025. The special cash dividend is payable on or about March 27, 2025, and the ex-dividend date is March 28, 2025.

 

Item 9.01 Financial Statements and Exhibits

 

(d) Exhibits

 

Exhibit No.	Description
99.1	Press Release dated March 5, 2025
104	The cover page of this Current Report on Form 8-K is formatted in Inline XBRL

 

 

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 hereunto duly authorized.

 

		MOATABLE, INC.
		By:	/s/ Scott Stone
Date:	March 5, 2025		Scott Stone
			Chief Financial Officer

 

 

Exhibit 99.1

 

Moatable Declares Special Cash Dividend of US$0.6057 per ADS and Ex-Dividend Date

 

PHOENIX, March 5, 2025 /PRNewswire/ -- Moatable, Inc. (OTC Pink: MTBLY) ("Moatable" or the "Company"), an operator of several US-based SaaS businesses, today announced that its Board of Directors has declared a special cash dividend (the “Special Dividend”). The Special Dividend will be paid from the Company’s current cash position. 

 

The Special Dividend is expected to be paid on or about March 27, 2025 to all holders of Moatable’s ordinary shares (including those in the form of American Depositary Shares ("ADSs"), each one (1) ADS currently representing 45 Class A ordinary shares) of record as of 5:00 p.m. Eastern Time on March 17, 2025. The amount of the Special Dividend is US$0.01346 per ordinary share, or US$0.6057 per ADS, in each case, prior to deduction of applicable taxes, fees and expenses. Citibank, N.A., as depositary for the ADSs (the “Depositary”), will charge a cash distribution fee of US$0.05 per ADS held as of the record date. The ADS distribution fee will be borne by the holders of ADSs and will be deducted from the Special Dividend amount.

 

The ADSs will trade with "due-bills" representing an assignment of the right to receive the Special Dividend up through and inclusive of the expected payment date of March 27, 2025. The ex-dividend date will be March 28, 2025, the first business day following the payment date. Investors who sell their ADSs on or before the payment date will not be entitled to receive the Special Dividend. Due-bills obligate a seller of ADSs to deliver the dividend payable on such ADSs to the buyer. The due-bill obligations are settled customarily between the brokers representing the buyers and sellers of the ADSs. Moatable and the Depositary have no obligation for either the amount of the due-bill or the processing of the due-bill. Buyers and sellers of the ADSs should consult their broker before trading to be sure they understand the effect of the due-bill procedures.

 

The tax treatment of holding ordinary shares or ADSs to any particular investor will depend on the investor's particular tax circumstances. Moatable investors are urged to consult their tax advisor regarding the U.S. federal, state, local and foreign income and other tax consequences to them, in light of their particular investment or tax circumstances, of the receipt of the Special Dividend.

 

About Moatable Inc.

 

Moatable, Inc. (OTC Pink: MTBLY) operates two US-based SaaS businesses including Lofty and Trucker Path. Moatable's American Depositary Shares, each of which currently represents forty-five Class A ordinary shares, trade on OTC Pink open market under the symbol "MTBLY". For more news and information on Moatable, please visit Moatable.com.

 

Forward-Looking Statements

 

This announcement contains forward-looking statements. These statements are made under the "safe harbor" provisions of the U.S. Private Securities Litigation Reform Act of 1995. These forward-looking statements can be identified by terminology such as "will," "expects," "anticipates," "future," "intends," "plans," "believes," "estimates" and similar statements. Statements that are not historical facts, including statements about Moatable's beliefs and expectations, including statements on making investments and operating businesses that generate long-term returns for investors, and expectations for future growth and innovation are forward-looking statements. Forward-looking statements involve inherent risks and uncertainties. A number of factors could cause actual results to differ materially from those contained in any forward-looking statement, including but not limited to the following: Moatable's goals and strategies; Moatable's future business development, financial condition and results of operations; Moatable's expectations regarding demand for and market acceptance of its services; Moatable's plans to enhance user experience, infrastructure and service offerings. Further information regarding these and other risks is included in our recent annual and quarterly reports on Form 10-K and Form 10-Q and other documents filed with the SEC. All information provided in this press release is as of the date of this press release, and Moatable does not undertake any obligation to update any forward-looking statement, except as required under applicable law.

 

 

v3.25.0.1

Cover	Mar. 05, 2025
Document Information [Line Items]
Document Type	8-K
Amendment Flag	false
Document Period End Date	Mar. 05, 2025
Entity File Number	001-35147
Entity Registrant Name	Moatable, Inc.
Entity Central Index Key	0001509223
Entity Tax Identification Number	00-0000000
Entity Incorporation, State or Country Code	E9
Entity Address, Address Line One	45 West Buchanan Street
Entity Address, City or Town	Phoenix
Entity Address, State or Province	AZ
Entity Address, Postal Zip Code	85003
City Area Code	623
Local Phone Number	473-5749
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Entity Emerging Growth Company	false
American Depositary Shares Each Representing 45 Class Ordinary Shares [Member]
Document Information [Line Items]
Title of 12(b) Security	American depositary shares, each representing 45 Class A ordinary shares
Trading Symbol	MTBLY
Class Ordinary Shares Par Value 0. 001 Per Share [Member]
Document Information [Line Items]
Title of 12(b) Security	Class A ordinary shares, par value $0.001 per share*
Trading Symbol	MTBLY

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