Post-effective Amendment to an S-8 Filing (s-8 Pos)
September 23 2021 - 4:17PM
Edgar (US Regulatory)
Registration No. 333-222343
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
POST-EFFECTIVE AMENDMENT NO. 1 TO
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
Sogou Inc.
(Exact name of registrant as specified in its charter)
Cayman Islands
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98-0480242
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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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Level 15, Sohu.com Internet Plaza
No. 1 Unit Zhongguancun East Road, Haidian
District
Beijing 100084
People’s Republic of China
(Address of Principal Executive Offices, Including
Zip Code)
2010 Share Incentive Plan &
2017 Share Incentive Plan
(Full title of the plan)
CT Corporation System
111 Eighth Avenue
New York, New York 10011
U.S.A
(212) 894-8940
(Name, address and telephone number, including
area code, of agent for service)
Copies to:
Timothy B. Bancroft
Goulston & Storrs PC
400 Atlantic Avenue
Boston, Massachusetts 02110-3333
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 ¨
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Accelerated filer x
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Non-accelerated filer ¨
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Smaller
reporting company ¨
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Emerging
growth company ¨
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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
This Post-Effective
Amendment No. 1 relates to the Registration Statement on Form S-8 (Registration No. 333-222343) filed by Sogou Inc.,
a Cayman Islands company (the “Registrant”), on December 29, 2017 (the “Registration Statement”) under
the Securities Act of 1933. The Registration Statement registered 34,009,127 Class A ordinary shares, par value $0.001 per
share, of the Registrant for issuance under the Registrant’s 2010 Share Incentive Plan and 2017 Share Incentive Plan
(collectively, the “Plans”). This Post-Effective Amendment No. 1 is being filed for the sole purpose of deregistering
any unissued shares previously registered under the Registration Statement and issuable under the Plans.
On
September 23, 2021, the Registrant completed the merger contemplated by the Agreement
and Plan of Merger, dated September 29, 2020 and amended on December 1, 2020 and further amended on July 19, 2021 (as so
amended, the “Merger Agreement”), among the Registrant; THL A21 Limited, a British Virgin Islands company (“THL”);
TitanSupernova Limited, a Cayman Islands company and a direct wholly-owned subsidiary of THL (“Parent”); and, solely for purposes
of Section 9.09, Section 9.10 and Section 9.11 thereof, Tencent Mobility Limited, a Hong Kong company. Pursuant to the
Merger Agreement, Parent was merged with and into the Registrant (the “Merger”), with the Registrant surviving the Merger
as a wholly-owned subsidiary of THL.
As
a result of the Merger, the Registrant has terminated all offerings of its securities pursuant to the Registration Statement. The
Registrant is filing this Post-Effective Amendment No. 1 to the Registration Statement to remove from registration all securities
registered under the Registration Statement that remain unsold as of the date hereof.
SIGNATURES
Pursuant to the requirements of the Securities
Act of 1933, 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 No. 1 to be signed on its behalf by the undersigned, thereunto duly authorized,
in Beijing, People’s Republic of China, on September 23, 2021.
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Sogou Inc.
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By:
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/s/ Fion Zhou
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Name:
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Fion Zhou
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Title:
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Chief Financial Officer
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Note: In reliance on Rule 478
under the Securities Act of 1933, only the Registrant has signed this Post-Effective Amendment No. 1.
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