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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported):
September 11, 2025
Moatable, Inc.
(Exact Name of Registrant as specified in its
charter)
Commission file number: 001-35147
| Cayman Islands |
45 West Buchanan Street,
Phoenix, Arizona, 85003 |
Not Applicable |
(State or other jurisdiction of
incorporation or organization) |
(Address of principal executive offices,
including zip code) |
(I.R.S. Employer
Identification No.) |
| |
|
|
| |
(623) 473-5749 |
|
| |
(Registrant’s telephone number,
including area code) |
|
Check the appropriate box below
if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions
(see General Instruction A.2. below):
| ☐ |
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ☐ |
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ☐ |
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ☐ |
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class |
Trading Symbol(s)* |
Name of each exchange on which registered |
| None |
MTBLY |
N/A |
* The registrant’s American depositary shares, each representing
45 Class A ordinary shares, are quoted over-the-counter on the Pink Limited Market under the trading symbol “MTBLY”.
Indicate by check mark whether the registrant is an emerging growth
company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange
Act of 1934 (§240.12b-2 of this chapter).
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 13(a) of the Exchange Act. ¨
Item 1.01 Entry into a Material Definitive Agreement.
On
September 11, 2025, Moatable US Holdco, Inc., Lofty, Inc., and Trucker Path, Inc., each wholly owned subsidiaries of the Moatable, Inc.
(the “Company”), jointly and severally as borrowers (the “Borrowers”), entered into a new $9.75 million senior
secured credit facility (the “Credit Facility”) pursuant to that certain loan agreement (the “Loan Agreement”),
dated as of September 11, 2025, with PNC Bank, National Association (“PNC”), as lender. The Borrowers borrowed $9.75
million under the Credit Facility on September 11, 2025. The proceeds from the Credit Facility will fund all or a portion of any purchases
of the Company’s Class A Ordinary Shares (including Class A Ordinary Shares represented by American Depositary Shares (“ADSs”))
in the Company’s tender 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 tender offer that will be paid to Citibank, N.A., the Company’s ADS Depositary, and without
interest.
The Credit Facility will mature on October 31, 2026. Borrowings under
the Credit Facility will bear interest at a rate per annum equal to the Daily Simple SOFR (as defined in the Loan Agreement) plus 1.50%,
plus a credit spread adjustment of 0.1%. The Borrower will also be required to pay a commitment fee for the unused portion of the Credit
Facility of 0.15%.
Any borrowings under the Credit Facility may be repaid, in whole or
in part, at any time and from time to time without any other premium or penalty. Any amounts repaid under the Credit Facility may not
be reborrowed. The Credit Facility does not require any mandatory prepayments or amortization payments.
The Credit Facility will be 100% cash collateralized. Additionally,
the Company will establish an interest reserve equal to three months’ worth of interest payments.
The Loan Agreement contains certain customary representations and warranties
and customary restrictive covenants including covenants regarding additional indebtedness, asset transfers, liens, investments and acquisitions,
transactions with affiliates, prepayments of indebtedness, and restricted payments. The Loan Agreement also contains certain customary
events of default. If an event of default has occurred and continues beyond any applicable cure period, interest will accrue at 2% per
annum higher than the rate of interest applicable.
The foregoing description does not purport to be complete and is
qualified in all respects by reference to the full text of the Loan Agreement, that certain Line of Credit Note, dated as of
September 11, 2025 and that certain Pledge Agreement, dated as of September 11, 2025, by and among Moatable US Holdco, Inc., Trucker
Path, Inc. and PNC Bank, National Association, copies of which are filed as Exhibit 10.1, Exhibit 10.2, and Exhibit 10.3
respectively, to this Current Report on Form 8-K and incorporated herein by reference.
Item 2.03 Creation of a Direct Financial Obligation or an Obligation
under an Off-Balance Sheet Arrangement of a Registrant.
The information set forth above under Item 1.01 of this Current Report
on Form 8-K is hereby incorporated by reference into this Item 2.03.
Item 9.01 Financial Statements and Exhibits.
Exhibit
Number |
|
Description |
| 10.1# |
|
Loan Agreement, dated as of September 11, 2025, by and among Moatable US Holdco, Inc., Lofty, Inc. and Trucker Path, Inc., as borrowers, and PNC Bank, National Association, as the lender party thereto |
| 10.2 |
|
Line of Credit Note, dated as of September 11, 2025, by and among Moatable US Holdco, Inc., Lofty, Inc. and Trucker Path, Inc., as borrowers, and PNC Bank, National Association, as the
lender party thereto |
| 10.3# |
|
Pledge Agreement, dated as of September 11, 2025, by and among Moatable US Holdco, Inc., Trucker Path, Inc. and PNC Bank, National Association |
| 104 |
|
Cover Page Interactive Data File (embedded with the Inline XBRL document) |
# Certain schedules and exhibits to this exhibit have been omitted
pursuant to Item 601(a)(5) of Regulation S-K. A copy of any omitted schedule and/or exhibit will be furnished to the Securities and Exchange
Commission upon request.
Forward Looking Statements
This Current Report on Form 8-K contains “forward looking statements”
within the meaning of the “safe harbor” provisions of the United States Private Securities Litigation Reform Act of 1995.
These forward-looking statements include, among others, statements regarding the Company’s intention to use the proceeds from the Credit Facility to repurchase Class A Ordinary Shares (including Class A Ordinary Shares represented by ADSs)
accepted for purchase in the tender offer. Forward-looking statements are predictions, projections and other statements about
future events that are based on current expectations and assumptions and, as a result, are not guarantees of future performance and are
subject to risks and uncertainties that may cause actual results to differ materially from expectations discussed in the forward-looking
statements. Many factors could cause actual future events to differ materially from the forward-looking statements in this Current Report
on Form 8-K, including the Company’s ability to comply with the covenants contained in the Credit Agreement. Further information
on such risks, uncertainties and other factors that could cause actual outcomes and results to differ materially from those included in
or contemplated by the forward-looking statements are included in the section titled “Risk Factors” included under Part I,
Item 1A in our Annual Report on Form 10-K for the year ended December 31, 2024 and updates in our Quarterly Report on Form 10-Q for the
quarter ended June 30, 2025. Any forward-looking statement speaks only as of the date on which it is made, and you should not place undue
reliance on forward-looking statements. The Company assumes no obligation and does not intend to update or revise these forward-looking
statements, whether as a result of new information, future events, or otherwise.
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 hereunto duly authorized.
| |
MOATABLE, INC. |
| |
| By: |
/s/ Scott Stone |
| Date: September 12, 2025 |
|
Scott Stone |
| |
Chief Financial Officer |
