ORDINARY SHARES

12 Months Ended

Dec. 31, 2024

13.ORDINARY SHARES

Exercise of share options and restricted shares vesting

During the years ended December 31, 2023 and 2024, 44,947,350 and 102,989,070 Class A ordinary shares were issued due to the exercise of share options or vesting of restricted share units under share-based compensation, respectively.

13.ORDINARY SHARES - CONTINUED

Stock Repurchase

Stock Repurchase from public market

On November 7, 2022, the Company’s Board of Directors (the “Board”) authorized the repurchase of up to an aggregate of $10.0 million of the Company’s Class A ordinary shares, par value $0.001 per share, to be executed from time to time in open market transactions effected through a broker at prevailing market prices under ordinary principles of best execution within one year after commencement (the “Stock Repurchase Program”). The Stock Repurchase Program took effect on January 16, 2023. On October 13, 2023, the Board approved an extension and extra funding of the existing Stock Repurchase Program whereby the expiration date was extended to December 31, 2024 and the authorized repurchase amount was increased from $10.0 million to $15.0 million. On November 18, 2024, the Board approved an extension of the existing Stock Repurchase Program until December 31, 2026.

The Stock Repurchase Program does not obligate the Company to repurchase any amount of the Company’s ordinary shares, and may be modified, extended, suspended, or discontinued at any time. The timing and amount of repurchases will be determined by the Company’s management based on a variety of factors such as the market price of the Company’s ordinary shares, the Company’s corporate cash requirements, and overall market conditions. The Stock Repurchase Program is subject to applicable legal requirements, including federal and state securities laws.

For the years ended December 31, 2023 and 2024, the Company repurchased 1,270,937 ADS and 278,176 ADSs, representing 57,192,165 and 12,517,920 Class A ordinary shares (each ADS is equivalent to 45 Ordinary Shares) for $2,002 and $253 on the open market, at a weighted average price of $1.58 and $0.91 per ADS and recorded as treasury stock.

Stock Repurchase from SoftBank

On May 23, 2023, the Company entered into a share repurchase agreement with SoftBank Group Capital Limited (“SoftBank”), pursuant to which the Company repurchased Class A and Class B ordinary shares of 152,870,520, and 135,129,480, respectively, from SoftBank. The repurchase price was $1.1144 per ADS, and the aggregate purchase price was $7,132. The purchase price per share was greater than the market price, which closed at $0.93 per share on the day of the share repurchase.

On December 29, 2023, the Company entered into a share repurchase agreement with SoftBank, pursuant to which the Company repurchased from SoftBank 117,388,451 Class A ordinary shares, par value US$0.001 per share, of the Company, for a total purchase price of US$2,459. (collectively with the foregoing transaction, the “Share Repurchase”), or approximately US$0.94 per ADS. The purchase price per share was less than the market price, which closed at $0.97 per share on the day of the share repurchase.

The Company used cash on hand for the Share Repurchase from Softbank and retired the Ordinary Shares purchased in the Share Repurchase. After the Share Repurchase, SoftBank is no longer a shareholder of the Company. In this Share Repurchase transaction, the excess of $9,186 over ordinary shares’ par value was charged entirely to retained earnings.

Prior to the Share Repurchase, no person owns more than 50% of the Company’s outstanding shares or voting power. A change in control of the Company occurred by virtue of the consummation of the Share Repurchase, with Mr. Joseph Chen (“Mr. Chen”), the Company’s founder, chairman of board of directors and chief executive officer, becoming the Company’s largest and controlling shareholder. Immediately after giving effect to the Share Repurchase, Mr. Chen holds 163,628,956 Class A ordinary shares and 170,258,970 Class B ordinary shares, representing 46.4% of total outstanding shares and 82.9% of total voting power of the Company.

13.ORDINARY SHARES - CONTINUED

The following table sets forth repurchase activity under the Stock Repurchase Program from inception through December 31, 2024:


				Approximate Dollar
				Value of ADSs That		Approximate Dollar
				Purchased as		Value of ADSs That
				Part of Publicly		May Yet Be
	Total Number of	Average Price		Announced		Purchased Under the
	ADSs Purchased	Paid Per ADS		Programs		Programs
Periods
January 2024:
Open market purchases	58,286	$	0.97	$	57	$	3,350
February 2024:
Open market purchases	49,299	$	0.90	$	44	$	3,306
March 2024:
Open market purchases	70,001	$	0.77	$	54	$	3,252
April 2024:
Open market purchases	36,131	$	0.52	$	19	$	3,233
May 2024:
Open market purchases	17,302	$	0.75	$	13	$	3,220
November 2024:
Open market purchases	8,857	$	1.13	$	10	$	3,210
December 2024:
Open market purchases	38,300	$	1.47	$	56	$	3,154
Total	278,176			$	253

Change of Shares withheld for payroll taxes on Restricted Stock Units (“RSU”) into treasury stock

The Company entered into an employee stock option service agreement January 1, 2021, (the “ESOP Agreement”) with The Core Group (“Core”), pursuant to which Core withheld ADSs for the payroll tax liabilities from the employees. The Company used excess cash on hand to remit payroll tax liabilities on behalf of optionees and recorded a receivable. Due to the Stock Repurchase Program, management decided not to sell shares in the open market to settle the receivable. In fiscal year 2024, the Company decided to settle the receivable by changing ADSs withheld for the payroll taxes into treasury stock, which were 173,548 ADSs in the aggregate, representing 7,809,660 Class A ordinary shares (each ADS is equivalent to 45 Ordinary Shares) for $674, at a weighted average price of $3.89 per ADS.

Moatable, Inc. 10-K