As filed with the Securities and Exchange Commission on February 14, 2022

Registration No. 333-            

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM S-8

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

MOGU Inc.

(Exact name of registrant as specified in its charter)

Cayman Islands	Not Applicable
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification Number)

Huanglong Vanke Center, 5/F,

Building No.G,

No. 77 Xueyuan Road

Xihu District, Hangzhou,

People’s Republic of China

+86 0571-88867550

(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)

Amended and Restated Global Share Plan

(Full title of the plan)

Puglisi & Associates

850 Library Avenue, Suite 204

Newark, Delaware 19711

+1 302-738-6680

(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	☒
Non-accelerated filer	☐	Smaller reporting company	☐
		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 7(a)(2)(B) of the Securities Act.  ☐

Copies to:

Qi Feng Financial Controller MOGU Inc. Huanglong Vanke Center, 5/F, Building No.G, No. 77 Xueyuan Road Xihu District, Hangzhou, People’s Republic of China +86 0571-88867550 Yu Wang King & Wood Mallesons 13/F Gloucester Tower, The Landmark 15 Queen’s Road Central Central, Hong Kong +852 3443 1150

EXPLANATORY NOTE

This Registration Statement is filed by MOGU Inc. (the “Registrant”) to register additional securities issuable pursuant to the Amended and Restated Global Share Plan (“the Plan”) and consists of only those items required by General Instruction E to Form S-8. Pursuant to certain provisions of the Plan (referred to as the “evergreen provisions”), the number of ordinary shares that are available for award grant purposes under the Plan can be increased during the term of the Plan by an amount equal to such number of ordinary shares as may be determined by the board of directors of the Registrant, subject to certain restrictions. The additional securities registered hereby consist of 75,548,322 ordinary shares, which represent the number of ordinary shares that were added to the Plan pursuant to the Plan’s evergreen provisions. Pursuant to Rule 416(a) under the Securities Act of 1933, as amended (the “Securities Act”), this registration statement also covers an indeterminate number of additional shares which may be offered and issued to prevent dilution from share splits, share dividends or similar transactions as provided in the Plan. Any Class A ordinary shares covered by an award granted under the Plan (or portion of an award) that terminates, expires, lapses or repurchased for any reason will be deemed not to have been issued for purposes of determining the maximum aggregate number of Class A ordinary shares that may be issued under the Plan. These shares represent restricted share units that are reserved for future award grants under the Plan pursuant to the Plan’s evergreen provisions, which were not previously registered under the registration statements on Forms S-8, as filed with the Commission on January 30, 2019 (File No. 333-229419) and March 11, 2021 (File No. 333-254120) (the “Prior Registration Statements”).

In accordance with General Instruction E to Form S-8, the contents of the Prior Registration Statements are incorporated herein by reference, except as otherwise set forth herein.

PART II

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3. Incorporation of Documents by Reference

The following documents previously filed by the Registrant with the Securities and Exchange Commission (the “Commission”) are incorporated by reference herein:

(a) The Registrant’s annual report on Form 20-F (File No. 001-38748) for the fiscal year ended March 31, 2021, filed with the Commission on June 30, 2021; and

(b) The description of the Registrant’s Class A ordinary shares incorporated by reference in the Registrant’s registration statement on Form 8-A (File No. 001-38748) filed with the Commission on November 23, 2018, including any amendment and report subsequently filed for the purpose of updating that description.

All documents subsequently filed by the Registrant pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934 (the “Exchange Act”), after the date of this registration statement and prior to the filing of a post-effective amendment to this registration statement which indicates that all securities offered have been sold or which deregisters all securities then remaining unsold, shall be deemed to be incorporated by reference in this registration statement and to be part hereof from the date of filing of such documents. Any statement in a document incorporated or deemed to be incorporated by reference in this registration statement will be deemed to be modified or superseded to the extent that a statement contained in this registration statement or in any other later filed document that also is or is deemed to be incorporated by reference modifies or supersedes such statement. Any such statement so modified or superseded will not be deemed, except as so modified or superseded, to be a part of this registration statement.

Item 8. Exhibits

See the Exhibit Index included herein.

EXHIBIT INDEX

Exhibit Number	Description
4.1	Fifteenth Amended and Restated Memorandum and Articles of Association of the Registrant (incorporated herein by reference to Exhibit  3.2 to the registration statement on Form F-1, as amended (File No. 333-228317))
4.2	Registrant’s Specimen Certificate for Class A Ordinary Shares (incorporated herein by reference to Exhibit 4.2 to the registration statement on Form F-1, as amended (File No. 333-228317))
4.3	Deposit Agreement, dated December  5, 2018, among the Registrant, The Bank of New York Mellon, as depositary, and all owners and holders from time to time of American Depositary Shares issued thereunder (incorporated herein by reference to Exhibit 4.3 to the registration statement on Form S-8, as amended (File No. 333-229419))
5.1*	Opinion of Maples and Calder (Hong Kong) LLP, Cayman Islands counsel to the Registrant, regarding the legality of the Class A ordinary shares being registered
10.1	Amended and Restated Global Share Plan (incorporated herein by reference to Exhibit 10.1 to the registration statement on Form F-1, as amended (File No. 333-228317))
23.1*	Consent of PricewaterhouseCoopers Zhong Tian LLP
23.2*	Consent of Maples and Calder (Hong Kong) LLP (included in Exhibit 5.1)
24.1*	Power of Attorney (included on signature page hereto)
107*	Filing fee table

* Filed herewith.

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 registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in Hangzhou, China, on February 14, 2022.

MOGU Inc.
By:	/s/ Qi Chen
Name:	Qi Chen
Title:	Chairman of the Board of Directors
	and Chief Executive Officer

POWER OF ATTORNEY

KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints, severally and not jointly, each of Qi Chen and Qi Feng, with full power to act alone, as his or her true and lawful attorney-in-fact, with the power of substitution, for and in such person’s name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this registration statement, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto each said attorney-in-fact full power and authority to do and perform each and every act and thing requisite and necessary to be done as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that each said attorney-in-fact may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed by the following persons in the capacities and on the dated indicated.

Signature	Title	Date
/s/ Qi Chen	Chairman of the Board of Directors and Chief Executive Officer (principal executive officer)	February 11, 2022
Qi Chen
/s/ Xuqiang Yue	Director	February 11, 2022
Xuqiang Yue
/s/ Yibo Wei	Director	February 11, 2022
Yibo Wei
/s/ Andrew Hong Teoh	Director	February 11, 2022
Andrew Hong Teoh
/s/ Shengwen Rong	Director	February 11, 2022
Shengwen Rong
/s/ Qi Feng	Financial Controller (principal financial and accounting officer)	February 11, 2022
Qi Feng

SIGNATURE OF AUTHORIZED REPRESENTATIVE IN THE UNITED STATES

Pursuant to the Securities Act of 1933, the undersigned, the duly authorized representative in the United States of MOGU Inc. has signed this registration statement or amendment thereto in Newark, Delaware on February 11, 2022.

Authorized U.S. Representative
Puglisi & Associates
By:	/s/ Donald J. Puglisi
Name:	Donald J. Puglisi
Title:	Managing Director