AMENDMENT NO. 1 TO SCHEDULE TO
This Amendment No. 1 (this “Amendment No. 1”) amends and supplements the Tender Offer Statement on Schedule TO originally filed by Moatable, Inc., an exempted company incorporated under the laws of the Cayman Islands (“Moatable” or the “Company”), on September 3, 2025 (the “Schedule TO”) in connection with the Company’s offer to purchase up to 225,000,000 Class A ordinary shares, par value $0.001 per share (“Class A Ordinary Shares”) (including Class A Ordinary Shares represented by American Depositary Shares (the “ADSs”) of the Company, each representing 45 Class A Ordinary Shares), at a price of $3.00/45 per Class A Ordinary Share (or $3.00 per ADS), net to the seller in cash, less any applicable withholding taxes, without interest, and with respect to ADSs, less a cash distribution fee of $0.05 per ADS accepted for purchase in the Offer that will be paid to Citibank, N.A., the Company’s ADS depositary (the “ADS Depositary”), upon the terms and subject to the conditions described in the Offer to Purchase, dated September 3, 2025 (together with any amendments or supplements thereto, the “Offer to Purchase”), the related Letter of Transmittal for Class A Ordinary Shares represented by ADSs (as may be amended or supplemented, the “ADS Letter of Transmittal”) and Instruction Form for Class A Ordinary Shares not represented by ADSs (as may be amended or supplemented, the “Class A Instruction Form” and together with the ADS Letter of Transmittal, the “Letters of Transmittal”) and other related materials as may be amended or supplemented from time to time, including by the Supplemental Notice, dated September 12, 2025 (collectively, with the Offer to Purchase and the Letters of Transmittal, the “Offer”).
Except as specifically provided herein, the information contained in the Schedule TO remains unchanged and this Amendment No. 1 does not modify any of the information previously reported on the Schedule TO. You should read this Amendment No. 1 together with the Schedule TO and all exhibits attached thereto, including the Offer to Purchase, dated September 3, 2025, and the related Letters of Transmittal, as each may be amended or supplemented from time to time.
Items 1 through 11.
Items 1 through 11 of the Schedule TO are hereby amended and supplemented as follows:
On September 12, 2025, the Company issued a supplemental notice (the “Supplemental Notice”) to holders of its Class A Ordinary Shares (including Class A Ordinary Shares represented by ADSs). The Supplemental Notice revised the Offer as follows:
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The Offer was amended to constitute an offer to purchase up to 225,000,000 Class A Ordinary Shares (including Class A Ordinary Shares represented by ADSs) at a price of $3.00/45 per Class A Ordinary Share (or $3.00 per ADS), net to the seller in cash, less any applicable withholding taxes, and, in the case of ADSs, less a cash distribution fee of $0.05 per ADS accepted for purchase in the Offer that will be paid to Citibank, N.A., the Company’s ADS Depositary, and without interest. It was noted that holders of Class A Ordinary Shares not represented by ADSs may tender such shares and additional instructions for tendering Class A Ordinary Shares not represented by ADSs were provided;
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The odd lot priority was revised to apply to holders of less than 100 Class A Ordinary Shares (including Class A Ordinary Shares represented by ADSs), rather than holders of less than 100 ADSs;
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The Company removed the requirements for holders to obtain the Company’s consent to deposit Class A Ordinary Shares in exchange for ADSs or pay for any issuance fees payable to the ADS Depositary, in each case for the issuance of ADSs in exchange for Class A Ordinary Shares;
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The Financing Condition (as defined in the Offer to Purchase) was eliminated as a condition to the Offer and a summary of the material terms of the Company’s new credit facility was provided;
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The number of Class A Ordinary Shares outstanding and related disclosures were updated; and
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The Company disclosed the factors it will consider when determining whether to voluntarily suspend its reporting obligations with the Securities and Exchange Commission (the “SEC”).
The Supplemental Notice is filed as Exhibit (a)(1)(I) to this Amendment No. 1 and is incorporated herein by reference.