SKADDEN, ARPS, SLATE, MEAGHER & FLOM
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CHRISTOPHER W. BETTS WILL H. CAI ^ GEOFFREY CHAN * ANDREW L. FOSTER * BRADLEY A. KLEIN ~ CHI T. STEVE KWOK * EDWARD H.P. LAM ◆* HAIPING LI * RORY MCALPINE ◆ CLIVE W. ROUGH ◆ JONATHAN B. STONE * ^ (ALSO ADMITTEDIN CALIFORNIA) ◆ (ALSO ADMITTED IN ENGLAND & WALES) ~ (ALSO ADMITTEDIN ILLINOIS) * (ALSO ADMITTED IN NEW YORK)
REGISTERED FOREIGN LAWYER Z. JULIE GAO (CALIFORNIA) | 世達國際律師事務所 42/F, EDINBURGH TOWER, THE LANDMARK 15 QUEEN’S ROAD CENTRAL, HONG KONG
TEL: (852) 3740-4700 FAX: (852) 3740-4727
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| November 30, 2018 | ||||
VIA EDGAR
Ms. Mara L. Ransom
Mr. Parhaum J. Hamidi
Ms. Jennifer López
Mr. Scott Stringer
Ms. Robyn Manuel
Division of Corporation Finance
U.S. Securities and Exchange Commission
100 F Street, NE
Washington, D.C., 20549
| Re: | MOGU Inc. (formerly known as Meili Inc.) (CIK No. 0001743971) |
Registration Statement on Form F-1 (File No. 333-228317) |
Dear Ms. Ransom, Mr. Hamidi, Ms. López, Mr. Stringer and Ms. Manuel:
On behalf of our client, MOGU Inc. (formerly known as Meili Inc.), a foreign private issuer organized under the laws of the Cayman Islands (the “Company”), we are filing herewith the Amendment No. 3 to the Company’s registration statement on Form F-1 (the “Registration Statement”) and certain exhibit via EDGAR to the Securities and Exchange Commission (the “Commission”).
In the Registration Statement, the Company added certain disclosure repeated below. Except for such changes, the other disclosure in the registration statement filed with the Commission on November 29, 2018 remains the same.
U.S. Securities and Exchange Commission
November 30, 2018
Page 2
Underwriting, page 181
Trustbridge Partners IV, L.P., a principal shareholder of us, has indicated an interest in purchasing up to US$3 million of the ADSs representing Class A ordinary shares in this offering at the initial public offering price and on the same terms as the other ADSs being offered. We and the underwriters are currently under no obligation to sell ADSs to Trustbridge Partners IV, L.P.
To facilitate your review, we are separately delivering to you today five courtesy copies of the Registration Statement, marked to show changes to the registration statement filed with the Commission on November 29, 2018.
The Company has filed the joint acceleration requests today and respectfully requests that the effectiveness of the Registration Statement be accelerated to, and that the Registration Statement become effective at, 4:30 p.m., Eastern Time on December 4, 2018, or as soon thereafter as practicable. The Company would greatly appreciate your continuing assistance and support in meeting its timetable.
* * *
U.S. Securities and Exchange Commission
November 30, 2018
Page 3
If you have any questions regarding the Registration Statement, please contact the undersigned by phone at +852 3740-4863 or via e-mail at julie.gao@skadden.com or Steven Zhao, the audit engagement partner at PricewaterhouseCoopers Zhong Tian LLP, by telephone at +86 212 323-3273 or via e-mail at steven.zhao@cn.pwc.com. PricewaterhouseCoopers Zhong Tian LLP is the independent registered public accounting firm of the Company.
| Very truly yours, |
/s/ Z. Julie Gao |
| Z. Julie Gao |
| cc: | Qi Chen, Chairman of the Board of Directors and Chief Executive Officer, MOGU Inc. |
Helen Ting Wu, Chief Financial Officer, MOGU Inc.
Haiping Li, Esq., Partner, Skadden, Arps, Slate, Meagher & Flom LLP
Steven Zhao, Partner, PricewaterhouseCoopers Zhong Tian LLP
James Lin, Esq., Partner, Davis Polk & Wardwell LLP
Li He, Esq., Partner, Davis Polk & Wardwell LLP
