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Energy Monster (Nasdaq: EM) to delist after going‑private cash deal

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Form Type
6-K

Rhea-AI Filing Summary

Smart Share Global Limited, known as Energy Monster, has completed its merger with an affiliate of Mobile Charging Group Holdings, becoming a wholly owned subsidiary and ending its status as a public company. Shareholders are being cashed out under the agreed merger terms.

Each ADS, representing two Class A ordinary shares, is cancelled in exchange for US$1.25 in cash per ADS, while each ordinary share receives US$0.625 in cash per Share, excluding specified Excluded and Dissenting Shares. The company has asked Nasdaq to suspend trading of its ADSs, file a Form 25 to delist and deregister its securities, and then file Form 15 to suspend and ultimately terminate its SEC reporting obligations.

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Insights

Energy Monster completes cash going-private deal and exits U.S. markets.

Smart Share Global Limited has closed its previously announced merger, with each ADS cancelled for US$1.25 in cash and each ordinary share for US$0.625. This converts all eligible public equity into cash and removes the listed float.

The company has requested Nasdaq delisting via Form 25 and plans to file Form 15 to suspend and later terminate Exchange Act reporting. For former holders, the key practical step is responding to the letter of transmittal to receive the cash merger consideration as described.

Cash per ADS US$1.25 per ADS Merger consideration for each ADS cancelled at effective time
Cash per Share US$0.625 per Share Merger consideration for each ordinary share (non-ADS, non-excluded, non-dissenting)
Power banks deployed 9.6 million power banks Network size as of December 31, 2024
Points of interest 1,279,900 POIs Locations hosting shared power banks as of December 31, 2024
Geographic coverage More than 2,200 counties Counties and county-level districts in China served as of December 31, 2024
Deregistration waiting period 90 days Deregistration effective 90 days after Form 25 filing unless shortened by SEC
American Depository Share financial
"each American Depository Share of the Company (each, an “ADS”), representing two (2) class A ordinary shares"
An American Depository Share is a U.S.-listed certificate that represents one or more ordinary shares of a foreign company, letting that company's stock trade on U.S. exchanges without buying the shares directly overseas. For investors it matters because it makes foreign companies easier to buy and sell, settles and pays dividends in U.S. dollars, and subjects the listing to familiar U.S. trading rules — think of it as a U.S. receipt that stands in for a foreign stock.
Excluded Shares financial
"other than ADSs representing the Excluded Shares (as defined in the Merger Agreement)"
Dissenting Shares financial
"the Dissenting Shares (as defined in the Merger Agreement) and Class A Shares represented by ADSs"
Dissenting shares are shares held by investors who formally oppose a proposed corporate action—such as a merger or takeover—and choose to demand a cash payment for the value of their stock instead of accepting the deal’s terms. This matters to investors because it can slow or complicate a transaction, trigger a legal process to set a fair price, and affect how much cash a company must pay out, which in turn influences the financial outcome for all shareholders.
Merger Consideration financial
"Registered shareholders immediately prior to the Effective Time who are entitled to the Merger Consideration"
Merger consideration is the total payment a company or buyer offers to shareholders of a target company in exchange for combining the two businesses, and can include cash, shares in the surviving company, debt assumption, or a mix of these. Investors care because the form and amount affect the deal’s value, tax consequences, immediate cash received versus future ownership, and the risk and upside of holding new shares — similar to choosing between cash now or stock that could grow later.
Form 25 regulatory
"requested that the Nasdaq file a Form 25 with the Securities and Exchange Commission"
A Form 25 is an official filing with the U.S. Securities and Exchange Commission used to remove a company's stock or other security from a national exchange list. Investors should care because delisting often means less visibility, lower trading volume and wider price swings—similar to a product moving from a major supermarket to a small local market, which can make buying, selling and valuing the security more difficult.
Form 15 regulatory
"intends to suspend its reporting obligations ... by filing a Form 15 with the SEC"
A Form 15 is a short filing a public company uses with the U.S. Securities and Exchange Commission to stop or pause its routine public reporting requirements when it meets certain legal thresholds (such as a low number of public shareholders) or other qualifying conditions. Investors should care because filing one typically means less public financial information and lower trading liquidity—similar to a shop taking down its public notice board, making it harder to track performance and buy or sell shares.

 

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 

FORM 6-K

 

REPORT OF FOREIGN PRIVATE ISSUER

PURSUANT TO RULE 13a-16 OR 15d-16 UNDER

THE SECURITIES EXCHANGE ACT OF 1934

 

For the month of April 2026

 

 

 

Commission File Number: 001-40298

 

 

 

SMART SHARE GLOBAL LIMITED

 

6th Floor, 799 Tianshan W Road

Changning District, Shanghai 200335

The People’s Republic of China

(Address of principal executive offices)

 

Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F.

 

Form 20-F x Form 40-F ¨

 

 

 

 

 

 

Exhibit Index

 

Exhibit No. Description
99.1 Press Release—Smart Share Global Limited Announces Completion of Going Private Transaction

 

 

 

 

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, thereunto duly authorized.

 

  SMART SHARE GLOBAL LIMITED
       
  By       :

/s/ Maria Yi Xin

  Name : Maria Yi Xin
  Title : Chief Financial Officer

 

Date: April 30, 2026

 

 

 

 

Exhibit 99.1

 

Smart Share Global Limited Announces Completion of Going Private Transaction

 

SHANGHAI, April 30, 2026 (GLOBE NEWSWIRE) -- Smart Share Global Limited (Nasdaq: EM) (“Energy Monster” or the “Company”), a consumer tech company providing mobile device charging service, today announced the completion of its merger (the “Merger”) with Mobile Charging Merger Limited (“Merger Sub”), a wholly-owned subsidiary of Mobile Charging Investment Limited (“MidCo”), which is in turn a wholly-owned subsidiary of Mobile Charging Group Holdings Limited (“Parent”), pursuant to the previously announced agreement and plan of merger, dated as of August 1, 2025 (the “Merger Agreement”), among the Company, Parent, MidCo and Merger Sub. As a result of the Merger, the Company has become a wholly-owned subsidiary of MidCo and will cease to be a publicly traded company.

 

Pursuant to the terms of the Merger Agreement, which was approved by the Company’s shareholders at an extraordinary general meeting held on December 31, 2025, at the effective time of the Merger (the “Effective Time”), each American Depository Share of the Company (each, an “ADS”), representing two (2) class A ordinary shares of the Company, par value US$0.0001 each (the “Class A Shares,” together with class B ordinary shares of the Company, collectively, the “Shares”), issued and outstanding immediately prior to the Effective Time, other than ADSs representing the Excluded Shares (as defined in the Merger Agreement), together with the Class A Shares represented by such ADSs, has been cancelled and ceased to exist in exchange for the right to receive US$1.25 in cash per ADS without interest (less applicable fees, charges and expenses payable by ADS holders), and each Share issued and outstanding immediately prior to the Effective Time, other than the Excluded Shares, the Dissenting Shares (as defined in the Merger Agreement) and Class A Shares represented by ADSs, has been cancelled and ceased to exist in exchange for the right to receive US$0.625 in cash per Share without interest. Pursuant to the terms of the Merger Agreement, share-based incentives held by current or former officers, directors, employees and consultants of the Company have also been cancelled and cashed out or will be replaced by an award comprised of other rights or property to the extent permitted by applicable law as may be reasonably determined by Parent, as applicable. Pursuant to the terms of the Merger Agreement, the Excluded Shares have been cancelled without payment of any consideration from the Company therefor and the Dissenting Shares have been cancelled and will entitle the former holders thereof to receive the fair value thereon determined in accordance with the provisions of Section 238 of the Companies Act (As Revised) of the Cayman Islands.

 

Registered shareholders immediately prior to the Effective Time who are entitled to the Merger Consideration (as defined in the Merger Agreement) will receive a letter of transmittal and instructions on how to surrender their Shares in exchange for the Merger Consideration and should wait to receive the letter of transmittal before surrendering their Shares. Payment of the Merger Consideration will be made to holders of Shares (other than Class A Shares represented by ADSs) in respect of each such Share held thereby upon surrender of applicable Shares and delivery of the letter of transmittal and any other document required by such letter of transmittal to be delivered in connection therewith. Payment of the Merger Consideration (after deduction of the fees, charges, deductions and expenses provided for under the Deposit Agreement, dated March 31, 2021, between the Company, the ADS depositary and the holders and beneficial owners of ADSs issued thereunder) will be made to holders of ADSs in respect of each ADS held thereby as soon as practicable after Bank of New York Mellon, the ADS depositary, receives the aggregate Merger Consideration payable to holders of ADSs from the paying agent.

 

 

 

 

The Company also announced today that it has requested that trading of its ADSs on the Nasdaq Capital Market (the “Nasdaq”) be suspended on April 30, 2026 (New York time). The Company has requested that the Nasdaq file a Form 25 with the Securities and Exchange Commission (the “SEC”) notifying the SEC of the delisting of the ADSs on the Nasdaq and the deregistration of the Company’s registered securities. The deregistration will become effective 90 days after the filing of the Form 25 or such shorter period as may be determined by the SEC. The Company intends to suspend its reporting obligations under the Securities Exchange Act of 1934, as amended, by filing a Form 15 with the SEC in approximately ten days following the filing of the Form 25. The Company’s obligations to file with the SEC certain reports and forms, including Form 20-F and Form 6-K, will be suspended immediately as of the filing date of the Form 15 and will cease once the deregistration becomes effective.

 

Kroll, LLC (operating through its Duff & Phelps Opinions Practice) is serving as financial advisor to the Special Committee, Skadden, Arps, Slate, Meagher & Flom LLP is serving as U.S. legal counsel to the Special Committee and the Company, Maples and Calder (Hong Kong) LLP is serving as Cayman Islands legal counsel to the Special Committee and the Company, and Commerce & Finance Law Offices is serving as PRC legal counsel to the Special Committee and the Company.

 

Davis Polk & Wardwell and Weil, Gotshal & Manges are serving as U.S. legal counsel to the Consortium, Harney Westwood & Riegels is serving as Cayman Islands legal counsel to the Consortium, and Haiwen & Partners is serving as PRC legal counsel to the Consortium.

 

About Smart Share Global Limited

 

Smart Share Global Limited (Nasdaq: EM), or Energy Monster, is a consumer tech company with the mission to energize everyday life. The Company is a leading provider of mobile device charging service in China with an extensive network of partners powered by its own advanced service platform. The Company provides mobile device charging service through its shared power banks, which are placed in POIs such as entertainment venues, restaurants, shopping centers, hotels, transportation hubs and public spaces. Users may access the service by scanning the QR codes on Energy Monster’s cabinets to release the power banks. As of December 31, 2024, the Company had 9.6 million power banks in 1,279,900 POIs across more than 2,200 counties and county-level districts in China.

 

 

 

 

Safe Harbor Statement

 

This press release contains forward-looking statements made under the “safe harbor” provisions of Section 21E of the Securities Exchange Act of 1934, as amended, and 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. Smart Share may also make written or oral forward-looking statements in its periodic reports to the SEC, in its annual report to shareholders, in press releases and other written materials and in oral statements made by its officers, directors or employees to third parties. Statements that are not historical facts, including statements about Smart Share’s beliefs and expectations, 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. Further information regarding these and other risks is included in Smart Share’s filings with the SEC. All information provided in this announcement and in the attachments is as of the date of this press release, and Smart Share does not undertake any obligation to update any forward-looking statement, except as required under applicable law.

 

Contact Us

 

Investor Relations

Hansen Shi

ir@enmonster.com

 

 

 

FAQ

What did Smart Share Global Limited (EM) announce in this 6-K?

Smart Share Global Limited announced completion of its going-private merger. The company became a wholly owned subsidiary of MidCo, ending its public-company status, and is cashing out ADS and share holders under the merger agreement approved at the December 31, 2025 extraordinary general meeting.

What cash consideration will EM ADS holders receive in the going-private deal?

Each EM ADS will receive US$1.25 in cash. Each ADS, representing two Class A ordinary shares, is cancelled at the effective time in exchange for US$1.25 per ADS, without interest and less applicable fees, charges and expenses payable by ADS holders under the deposit agreement.

What cash consideration will EM ordinary shareholders receive per share?

Each ordinary share will receive US$0.625 in cash. Each Share outstanding immediately before the effective time, other than Excluded Shares, Dissenting Shares and Class A Shares represented by ADSs, is cancelled in exchange for US$0.625 in cash per Share, paid without interest.

What happens to EM’s Nasdaq listing and SEC reporting after the merger?

EM plans to delist and deregister its securities. The company requested suspension of Nasdaq trading on April 30, 2026, asked Nasdaq to file Form 25 for delisting and deregistration, and intends to file Form 15 to suspend and later terminate its ongoing SEC reporting obligations.

How will EM shareholders and ADS holders receive their merger cash consideration?

Registered shareholders will use a letter of transmittal, and ADS holders are paid via the depositary. Registered holders receive instructions to surrender Shares, while ADS holders are paid after the ADS depositary receives aggregate merger consideration from the paying agent, net of specified fees and expenses.

What are Excluded Shares and Dissenting Shares in the EM merger?

Excluded Shares receive no merger payment; Dissenting Shares seek fair value. Excluded Shares are cancelled without consideration from the company, while Dissenting Shares are cancelled and entitle former holders to fair value determined under Section 238 of the Cayman Islands Companies Act.

Filing Exhibits & Attachments

1 document