Notification That Form 20-f Will Be Submitted Late (nt 20-f)
29 April 2016 - 10:44PM
Edgar (US Regulatory)
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 12b-25
NOTIFICATION OF LATE FILING
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(Check one):
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o
Form 10-K
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x
Form 20-F
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o
Form 11-K
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o
Form 10-Q
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o
Form 10-D
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o
Form N-SAR
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o
Form N-CSR
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For Period Ended:
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December 31, 2015
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o
Transition Report on Form 10-K
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o
Transition Report on Form 20-F
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o
Transition Report on Form 11-K
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o
Transition Report on Form 10-Q
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o
Transition Report on Form N-SAR
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For the Transition Period Ended:
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Read Instruction (on back page) Before Preparing Form. Please Print or Type.
Nothing in this form shall be construed to imply that the Commission has verified any information contained herein.
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If the notification relates to a portion of the filing checked above, identify the Item(s) to which the notification relates:
PART I REGISTRANT INFORMATION
Taomee Holdings Limited
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Full Name of Registrant
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N/A
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Former Name if Applicable
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16/F, Building No. A-2, No. 1528 Gumei Road, Xuhui District
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Address of Principal Executive Office
(Street and Number)
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Shanghai 200233, Peoples Republic of China
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City, State and Zip Code
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PART II RULES 12b-25(b) AND (c)
If the subject report could not be filed without unreasonable effort or expense and the registrant seeks relief pursuant to Rule 12b-25(b), the following should be completed. (Check box if appropriate)
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(a)
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The reason described in reasonable detail in Part III of this form could not be eliminated without unreasonable effort or expense
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x
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(b)
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The subject annual report, semi-annual report, transition report on Form 10-K, Form 20-F, Form 11-K, Form N-SAR or Form N-CSR, or portion thereof, will be filed on or before the fifteenth calendar day following the prescribed due date; or the subject quarterly report or transition report on Form 10-Q or subject distribution report on Form 10-D, or portion thereof, will be filed on or before the fifth calendar day following the prescribed due date; and
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(c)
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The accountants statement or other exhibit required by Rule 12b-25(c) has been attached if applicable.
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PART III NARRATIVE
State below in reasonable detail why Forms 10
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K, 20
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F, 11
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K, 10
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Q, 10
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D, N
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SAR, N
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CSR, or the transition report or
portion thereof, could not be filed within the prescribed time period.
Taomee Holdings Limited (the Company) is unable to file its annual report on Form 20-F for the year ended December 31, 2015 (the 2015 Annual Report) within the prescribed time period due to the following reasons:
As previously disclosed, the Company entered into Agreement and Plan of Merger dated as of December 11, 2015 (the Merger Agreement), with Orient TM Parent Limited, an exempted company with limited liability incorporated under the laws of the Cayman Islands (the Parent), and Orient TM Merger Limited, an exempted company with limited liability incorporated under the laws of the Cayman Islands and a wholly owned subsidiary of Parent (the Merger Sub). Pursuant to the Merger Agreement, Merger Sub will be merged with and into the Company (the Merger), with the Company continuing as the surviving corporation (the Surviving Corporation) and becoming a wholly owned subsidiary of Parent. The consummation of the Merger is subject to certain customary closing conditions, including the approval of shareholders of the Company. Immediately following the completion of the Merger, the Company will cease to be a publicly traded company and will instead become a privately-held company wholly owned by Parent. After the Merger is completed, the Companys ordinary shares (the Shares) will cease to be listed on The New York Stock Exchange, and the Company will terminate the registration of the Shares under the Securities and Exchange Act of 1934, as amended, by filing a Form 15 with the SEC. Accordingly, after the effective time of the Merger, the Company would no longer be required to file periodic reports with the SEC or otherwise be subject to other disclosure obligations under U.S. federal securities laws.
The Company is currently seeking to cause the Merger to be effected as soon as possible, but a definitive closing date has not yet been fixed. Meanwhile, the Company is preparing the 2015 Annual Report and would need additional time to complete the 2015 Annual Report. If the Merger is completed before the Company files the 2015 Annual Report, the Company may request that it not file the 2015 Annual Report for the reason set forth in the foregoing paragraph.
PART IV OTHER INFORMATION
(1)
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Name and telephone number of person to contact in regard to this notification
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Sam Lawn
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(86-21)
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6128-0056
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(Name)
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(Area Code)
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(Telephone Number)
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(2)
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Have all other periodic reports required under Section 13 or 15(d) of the Securities Exchange Act of 1934 or Section 30 of the Investment Company Act of 1940 during the preceding 12 months or for such shorter period that the registrant was required to file such report(s) been filed? If answer is no, identify report(s).
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x
Yes
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No
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(3)
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Is it anticipated that any significant change in results of operations from the corresponding period for the last fiscal year will be reflected by the earnings statements to be included in the subject report or portion thereof?
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Yes
x
No
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If so, attach an explanation of the anticipated change, both narratively and quantitatively, and, if appropriate, state the reasons why a reasonable estimate of the results cannot be made.
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Taomee Holdings Limited
(Name of Registrant as Specified in Charter)
has caused this notification to be signed on its behalf by the undersigned hereunto duly authorized.
Date
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April 29, 2016
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By
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/s/ Sam Lawn
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Sam Lawn
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Chief Financial Officer
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INSTRUCTION: The form may be signed by an executive officer of the registrant or by any other duly authorized representative. The name and title of the person signing the form shall be typed or printed beneath the signature. If the statement is signed on behalf of the registrant by an authorized representative (other than an executive officer), evidence of the representatives authority to sign on behalf of the registrant shall be filed with the form.
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ATTENTION
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Intentional misstatements or omissions of fact constitute Federal Criminal Violations (See 18 U.S.C. 1001).
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Taomee Holdings Limited American Depositary Shares (Each Representing 20 Ordinary Shares) (NYSE:TAOM)
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