Item 4 of the Schedule 13D is hereby supplemented by adding the following:
On August 1, 2025, the Issuer entered into a definitive agreement and plan of merger (the "Merger Agreement") with Mobile Charging Group Holdings Limited ("Parent"), Mobile Charging Investment Limited ("MidCo"), a wholly-owned subsidiary of Parent, and Mobile Charging Merger Limited ("Merger Sub"), a wholly-owned subsidiary of MidCo. Pursuant to the Merger Agreement and subject to the terms and conditions thereof, Merger Sub will be merged with and into the Issuer, with the Issuer continuing as the surviving company and becoming a wholly-owned subsidiary of MidCo (the "Merger"). Pursuant to the terms of the Merger Agreement, at the effective time of the Merger (the "Effective Time"), each ADS issued and outstanding immediately prior to the Effective Time, other than ADSs representing Excluded Shares (as defined below), together with the Class A Ordinary Shares represented by such ADSs, will be cancelled and cease 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 Ordinary share issued and outstanding immediately prior to the Effective Time, other than (a) all Ordinary Shares (including Ordinary Shares represented by ADSs) held as of the date of the Merger Agreement by Smart Share Holdings Limited, Super June Limited, Victor Family Limited and Jade Dew Capital Limited (collectively, the "Rollover Shareholders") or acquired by such Rollover Shareholders or any of their affiliates following the date of the Merger Agreement and prior to the Effective Time (such Ordinary Shares, collectively, the "Rollover Shares"), (b) any Ordinary Shares (including ADSs corresponding to such Shares) held by the depositary for the ADSs and reserved for issuance and allocation pursuant to the Issuer's share incentive plans, and (c) any Ordinary Shares held by Parent, MidCo, Merger Sub, the Issuer or any of their respective subsidiaries (Ordinary Shares referred to in the foregoing (a), (b) and (c), collectively, "Excluded Shares"), and (d) all Ordinary Shares issued and outstanding immediately prior to the Effective Time that are held by holders of Ordinary Shares who have validly exercised and not effectively withdrawn or lost their rights to dissent from the Merger in accordance with Section 238 of the Companies Act of the Cayman Islands, which will be cancelled and cease to exist at the Effective Time and will entitle the former holders thereof to receive only the payment of the fair value of such Ordinary Shares held by them determined in accordance with the provisions of Section 238 of the Companies Act of the Cayman Islands, will be cancelled and cease to exist in exchange for the right to receive US$0.625 in cash per Ordinary Share without interest.
If the Merger is consummated, the Issuer will become a private company held by the Management Members and Trustar Mobile Charging Holdings Limited (collectively, the "Consortium") and their respective affiliates, and the ADSs will no longer be listed on the Nasdaq Capital Market, and the Issuer's obligations to file periodic reports under the Act will terminate.
It is anticipated that approximately US$267 million will be expended to complete the Merger. This amount includes (a) the estimated funds required to (i) purchase the outstanding Ordinary Shares (including Ordinary Shares represented by ADSs) not owned by the Rollover Shareholders at a purchase price of US$1.25 per ADS or US$0.625 per Ordinary Share, and (ii) settle outstanding vested options not owned by the Rollover Shareholders in accordance with the terms of the Merger Agreement, and (b) the estimated transaction costs associated with the transactions contemplated by the Merger Agreement and the other Transaction Documents (as defined in the Merger Agreement), including the Merger (the "Transactions").
The Transactions will be funded through a combination of (a) cash contributions contemplated by the equity commitment letters (each, an "Equity Commitment Letter"), each dated as of August 1, 2025, by and between Parent and each of Trustar Capital Partners V, L.P. and the Rollover Shareholders, (b) proceeds from a committed term loan facility contemplated by the debt commitment letter, dated as of August 1, 2025 (the "Debt Commitment Letter"), by and between MidCo and Bank of China Limited, Shanghai Branch (the "Lender"), and (c) rollover equity contributions by the Rollover Shareholders, which will be cancelled and cease to exist without payment of any consideration or distribution therefor.
Under the terms and subject to the conditions of the Equity Commitment Letter executed and delivered by Smart Share Holdings Limited (the "CEO Equity Commitment Letter"), Smart Share Holdings Limited will provide, or cause to be provided, equity financing to Parent in an amount of US$980,000 in connection with the Transactions.
Under the terms and subject to the conditions of the Equity Commitment Letter executed and delivered by Super June Limited (the "President Equity Commitment Letter"), Super June Limited will provide, or cause to be provided, equity financing to Parent in an amount of US$720,000 in connection with the Transactions.
Under the terms and subject to the conditions of the Equity Commitment Letter executed and delivered by Victor Family Limited (the "CMO Equity Commitment Letter"), Victor Family Limited will provide, or cause to be provided, equity financing to Parent in an amount of US$190,000 in connection with the Transactions.
Under the terms and subject to the conditions of the Equity Commitment Letter executed and delivered by Jade Dew Capital Limited (the "CFO Equity Commitment Letter" and, together with the CEO Equity Commitment Letter, the President Equity Commitment Letter and the CMO Equity Commitment Letter, collectively, the "Management Equity Commitment Letters"), Jade Dew Capital Limited will provide, or cause to be provided, equity financing to Parent in an amount of US$110,000 in connection with the Transactions.
Under the terms and subject to the conditions of the Debt Commitment Letter, the Lender has committed to underwrite, provide and fund a term loan facility in RMB up to the equivalent of US$160,000,000 to fund the Transactions.
Concurrently with the execution and delivery of the Merger Agreement, the Management Members, the Rollover Shareholders and Parent entered into a support agreement (the "Support Agreement"), pursuant to which, among other things, each Rollover Shareholder and/or its respective affiliated Management Member, as the case may be, agreed, upon the terms and subject to the conditions set forth therein, (a) to vote the Rollover Shares held by such Rollover Shareholder in favor of the authorization and approval of the Merger Agreement, the Plan of Merger and the consummation of the Transactions, including the Merger, and (b) to subscribe for or otherwise receive shares of Parent at or immediately prior to the Effective Time in consideration of, and receive no cash consideration for, the cancellation of the Rollover Shares and the Company Options (as defined in the Merger Agreement) held by such Rollover Shareholder in accordance with the terms of the Merger Agreement.
Concurrently with the execution and delivery of the Merger Agreement, each member of the Consortium entered into an interim investors agreement (the "Interim Investors Agreement") with Parent, MidCo and Merger Sub, pursuant to which the parties thereto agreed to certain terms and conditions that will govern the actions of Parent, MidCo and Merger Sub and the relationship among the Consortium with respect to the Transactions.
Concurrently with the execution and delivery of the Merger Agreement, Smart Share Holdings Limited executed and delivered a limited guarantee (the "CEO Limited Guarantee") in favor of the Issuer with respect to a portion of the payment obligations of Parent under the Merger Agreement for the Parent Termination Fee (as defined in the Merger Agreement) that may become payable to the Issuer by Parent under certain circumstances and certain costs and expenses, as set forth in the Merger Agreement.
Concurrently with the execution and delivery of the Merger Agreement, Super June Limited executed and delivered a limited guarantee (the "President Limited Guarantee") in favor of the Issuer with respect to a portion of the payment obligations of Parent under the Merger Agreement for the Parent Termination Fee (as defined in the Merger Agreement) that may become payable to the Issuer by Parent under certain circumstances and certain costs and expenses, as set forth in the Merger Agreement.
Concurrently with the execution and delivery of the Merger Agreement, Victor Family Limited executed and delivered a limited guarantee (the "CMO Limited Guarantee") in favor of the Issuer with respect to a portion of the payment obligations of Parent under the Merger Agreement for the Parent Termination Fee (as defined in the Merger Agreement) that may become payable to the Issuer by Parent under certain circumstances and certain costs and expenses, as set forth in the Merger Agreement.
Concurrently with the execution and delivery of the Merger Agreement, Jade Dew Capital Limited executed and delivered a limited guarantee (the "CFO Limited Guarantee" and, together with the CEO Limited Guarantee, the President Limited Guarantee and the CMO Limited Guarantee, collectively, the "Management Limited Guarantees") in favor of the Issuer with respect to a portion of the payment obligations of Parent under the Merger Agreement for the Parent Termination Fee (as defined in the Merger Agreement) that may become payable to the Issuer by Parent under certain circumstances and certain costs and expenses, as set forth in the Merger Agreement.
The information disclosed in this Item 4 does not purport to be complete and is qualified in its entirety by reference to the Merger Agreement, the Management Equity Commitment Letters, the Debt Commitment Letter, the Support Agreement, the Interim Investors Agreement and the Management Limited Guarantees, copies of which are attached hereto as Exhibits 99.4, 99.5, 99.6, 99.7, 99.8, 99.9, 99.10, 99.11, 99.12, 99.13, 99.14 and 99.15, respectively, and which are incorporated herein by reference in their entirety.
Except as set forth in this Item 4, the Reporting Persons have no present plans or proposals that relate to, or that would result in, any of the actions specified in clauses (a) through (j) of Item 4 of Schedule 13D. The Reporting Persons may, at any time and from time to time, formulate other purposes, plans or proposals regarding the Issuer, or any other actions that could involve one or more of the types of transactions or have one or more of the results described in paragraphs (a) through (j) of Item 4 of Schedule 13D.