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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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SCHEDULE 13E-3
Amendment No. 2
RULE 13e-3 TRANSACTION STATEMENT
(Pursuant to Section 13(e) of the Securities Exchange Act of 1934)
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Smart Share Global Limited
(Name of the Issuer)
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Smart Share Global Limited
Mobile Charging Group Holdings Limited
Mobile Charging Investment Limited
Mobile Charging Merger Limited
Trustar Mobile Charging Holdings Limited
Trustar Capital Partners V, L.P.
Mars Guangyuan Cai
Smart Share Holdings Limited
Peifeng Xu
Super June Limited
Victor Yaoyu Zhang
Victor Family Limited
Maria Yi Xin
Jade Dew Capital Limited
(Names of Persons Filing Statement)
Class A Ordinary Shares, par value US$0.0001 per share*
American Depositary Shares, each representing two (2) Class A Ordinary Share
(Title of Class of Securities)
83193E102**
(CUSIP Number)
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Smart Share Global Limited
6th Floor, 799 Tianshan W Road
Changning District, Shanghai 200335
People’s Republic of China
+86 21 6050 3535
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Mobile Charging Group Holdings Limited
Mobile Charging Investment Limited
Mobile Charging Merger Limited
Trustar Mobile Charging Holdings Limited
Trustar Capital Partners V, L.P.
28/F, CITIC Tower
Tim Mei Avenue, Central, Hong Kong
+ 852 3710 6888
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Mars Guangyuan Cai
Smart Share Holdings Limited
Peifeng Xu
Super June Limited
Victor Yaoyu Zhang
Victor Family Limited
Maria Yi Xin
Jade Dew Capital Limited
c/o 6th Floor, 799 Tianshan W Road
Changning District, Shanghai 200335
People’s Republic of China
+86 21 6050 3535
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(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)
With copies to:
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Haiping Li, Esq.
Skadden, Arps, Slate, Meagher & Flom LLP
c/o 42/F, Edinburgh Tower,
The Landmark
15 Queen’s Road Central
Hong Kong
+852 3740-4700
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Miranda So, Esq.
Davis Polk & Wardwell
The Hong Kong Club Building
3A Chater Road, Central
Hong Kong
+852 2533 3373
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William Welty, Esq.
Weil, Gotshal & Manges
29/F, Alexandra House
18 Chater Road, Central
Hong Kong
+852 3476 9000
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This statement is filed in connection with (check the appropriate box):
a   ☐
The filing of solicitation materials or an information statement subject to Regulation 14A, Regulation 14-C or Rule 13e-3(c) under the Securities Exchange Act of 1934.
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b   ☐
The filing of a registration statement under the Securities Act of 1933.
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c   ☐
A tender offer
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d   ☒
None of the above
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Check the following box if the soliciting materials or information statement referred to in checking box (a) are preliminary copies: ☐
Check the following box if the filing is a final amendment reporting the results of the transaction: ☒
Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of this transaction, passed upon the merits or fairness of this transaction, or passed upon the adequacy or accuracy of the disclosure in this transaction statement on schedule 13e-3. Any representation to the contrary is a criminal offense.
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*
Not for trading, but only in connection with the listing on the Nasdaq Stock Market of the American depositary shares
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**
This CUSIP applies to the American depositary shares, each representing two Class A Ordinary Shares
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This amendment No. 2 to Rule 13e-3 transaction statement on Schedule 13E-3 (this “Final Amendment”), together with the exhibits hereto (this “Transaction Statement”), is being filed with the Securities and Exchange Commission (the “SEC”) pursuant to Section 13(e) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), jointly by the following persons (each, a “Filing Person,” and collectively, the “Filing Persons”): (a) Smart Share Global Limited, an exempted company with limited liability incorporated under the laws of the Cayman Islands (the “Company”), the issuer of the class A ordinary shares, par value US$0.0001 per share (each, a “Class A Share,” collectively, the “Class A Shares”), including Class A Shares represented by American depositary shares (each, an “ADS,” and collectively, the “ADSs”), each representing two (2) Class A Shares that is subject to the transaction pursuant to Rule 13e-3 under the Exchange Act; (b) Mobile Charging Group Holdings Limited, an exempted company with limited liability incorporated under the laws of the Cayman Islands (“Parent”); (c) Mobile Charging Investment Limited, an exempted company incorporated with limited liability under the laws of the Cayman Islands and a wholly owned subsidiary of Parent (“MidCo”); (d) Mobile Charging Merger Limited, an exempted company with limited liability incorporated under the laws of the Cayman Islands and a wholly-owned subsidiary of MidCo (“Merger Sub”); (e) Trustar Mobile Charging Holdings Limited, an exempted company with limited liability incorporated under the laws of the Cayman Islands (“Trustar Capital”), (f) Trustar Capital Partners V, L.P., an exempted limited partnership formed under the laws of the Cayman Islands (“Trustar Fund” and together with Trustar Capital, the “Trustar Filing Persons”), (g) Mr. Mars Guangyuan Cai, chairman of the board of directors and chief executive officer of the Company, (h) Smart Share Holdings Limited, a company incorporated under the laws of the British Virgin Islands, (i) Mr. Peifeng Xu, director and president of the Company, (j) Super June Limited, a company incorporated under the laws of the British Virgin Islands, (k) Mr. Victor Yaoyu Zhang, chief marketing officer of the Company, (l) Victor Family Limited, a company incorporated under the laws of the British Virgin Islands, (m) Ms. Maria Yi Xin, director and chief financial officer of the Company, and (n) Jade Dew Capital Limited, a company incorporated under the laws of the British Virgin Islands (together with Filing Persons (g) through (m), the “Management Filing Persons”). This Transaction Statement amends and restates in its entirety the Rule 13e-3 transaction statement on Schedule 13E-3 filed with the SEC pursuant to Section 13(e) of the Exchange Act by the Reporting Persons on November 28, 2025.
Throughout this Transaction Statement, (a) Smart Share Holdings Limited, Super June Limited, Victor Family Limited and Jade Dew Capital Limited are collectively referred to herein as the “Rollover Shareholders”, and (b) Parent, MidCo, Merger Sub, the Trustar Filing Persons and the Management Filing Persons are collectively referred to as the “Consortium”.
This Final Amendment is being filed pursuant to Rule 13e-3(d) to report the results and other relevant information of the transaction that is the subject of the Transaction Statement.
All capitalized terms used in this Final Amendment and not otherwise defined have the meanings ascribed to such terms in the Transaction Statement, including the Proxy Statement attached as exhibit (a)-(1) to the Transaction Statement.
Item 10
Source and Amount of Funds or Other Consideration
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Item 10 is hereby amended and supplemented as follows:
As contemplated by the Debt Commitment Letter, MidCo, the Lender (as mandated lead arranger, facility agent and security agent) and China CITIC Bank Corporation Limited Shanghai Branch (as joint lead arranger) entered into a facility agreement (the “Facility Agreement”) on April 28, 2026, providing for a term loan facility up to RMB1,575,000,000 (or its USD equivalent) to fund the Transactions. Reference is hereby made to such Facility Agreement, which is attached hereto as Exhibit (d)-(16) and incorporated herein by reference.
 
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Item 15
Additional Information
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Item 15(c) is hereby amended and supplemented as follows:
On December 31, 2025 at 10:00 a.m. (Beijing Time), an extraordinary general meeting of the shareholders of the Company was held at 1102 Xiehe Road, Changning District, Shanghai, People’s Republic of China. At the extraordinary general meeting, the shareholders of the Company authorized and approved the Merger Agreement, the Plan of Merger required to be registered with the Registrar of Companies of the Cayman Islands in connection with the Merger and the consummation of the transactions contemplated thereby, including the Merger.
As of April 28, 2026, Parent has waived the closing condition that holders of no more than 15% of the total issued and outstanding Shares have validly served a notice of dissent under the Cayman Islands Companies Act, after entering into settlement agreements with certain shareholders who have previously exercised their right to dissent.
On April 29, 2026, the Company and Merger Sub filed the Plan of Merger with the Registrar of Companies of the Cayman Islands, which was registered by the Registrar of Companies of the Cayman Islands as of April 29, 2026, pursuant to which the Merger became effective on April 29, 2026 (the “Effective Time”). As a result of the Merger, the Company became a wholly owned subsidiary of MidCo.
At the Effective Time, (a) each Share (other than Excluded Shares, the Dissenting Shares and the Class A Shares represented by ADSs) issued and outstanding immediately prior to the Effective Time was cancelled and ceased to exist in exchange for the right to receive the Per Share Merger Consideration in cash per Share without interest and net of any applicable withholding taxes, and (b) each ADS (other than ADSs representing Excluded Shares) issued and outstanding immediately prior to the Effective Time, together with the underlying Class A Shares represented by such ADSs, was cancelled in exchange for the right to receive the Per ADS Merger Consideration (less US$5.00 per 100 ADSs (or portion thereof) cancellation fee payable pursuant to the terms of the Deposit Agreement), in cash per ADS, without interest and net of any applicable withholding taxes.
At the Effective Time, the Excluded Shares (including Excluded Shares represented by ADSs) were cancelled and ceased to exist for no cash consideration or distribution therefor.
At the Effective Time, each Dissenting Share, issued and outstanding immediately prior to the Effective Time, was cancelled and ceased to exist, and will carry no rights other than the right to receive the payment of the fair value of such Dissenting Shares as determined in accordance with the Cayman Islands Companies Act.
In addition to the foregoing, at the Effective Time, the Company terminated the Company Share Plan and any relevant award agreements entered into under the Company Share Plan. In addition, at the Effective Time, each Company Option that was then outstanding and unexercised, whether or not vested or exercisable, and each Company Restricted Share and Company Restricted Share Unit that was then outstanding, whether or not vested, will be treated as described below.
In connection with the Merger, (a) except for the Rollover Shareholders, there was no former holder of any Vested Company Option; (b) except for options held by the Rollover Shareholders, each Unvested Company Option which was cancelled at the Effective Time will be replaced, after the Effective Time, by an award comprised of other rights or property to the extent permitted by applicable law, which will be subject to substantially equivalent vesting schedule and conditions to such Unvested Company Option (in each case, as may be reasonably determined by Parent); (c) at the Effective Time, by virtue of the Merger, any and all awards granted under the Company Share Plan (other than Vested Company Options and Unvested Company Options), including any Company Restricted Shares and Company Restricted Share Units that were outstanding, whether or not vested, were cancelled and ceased to exist without payment of any consideration or distribution therefor; and (d) at the Effective Time, any and all Vested Company Options and Unvested Company Options held by the Rollover Shareholders were cancelled and ceased to exist in exchange for shares of Parent, in each case in accordance with the Support Agreement.
 
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As a result of the Merger, the ADS program for the ADSs will terminate and the ADSs will no longer be listed on any securities exchange or quotation system, including the Nasdaq Capital Market (the “Nasdaq”), and the Company will cease to be a publicly traded company. The Company has requested the Nasdaq to file an application on Form 25 with the SEC to remove the ADSs from listing on the Nasdaq and withdraw registration of the Company’s registered securities under the Exchange Act. The deregistration will become effective 90 days after the filing of Form 25 or such shorter period as may be determined by the SEC. The Company intends to suspend its reporting obligations under the Exchange Act by filing a certification and notice on Form 15 with the SEC. The Company’s reporting obligations under the Exchange Act will be suspended immediately as of the filing date of the Form 15 and will cease once the deregistration becomes effective.
Item 16
Exhibits
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​ (a)-(1) ​ ​ Proxy Statement of the Company dated November 28, 2025.* ​
​ (a)-(2) ​ ​ ​
​ (a)-(3) ​ ​ Form of Proxy Card, incorporated herein by reference to Annex F to the Proxy Statement.* ​
​ (a)-(4) ​ ​ ​
​ (c)-(1) ​ ​ ​
​ (c)-(2) ​ ​ ​
​ (d)-(1) ​ ​ ​
​ (d)-(2) ​ ​ ​
​ (d)-(3) ​ ​ ​
​ (d)-(4) ​ ​ ​
​ (d)-(5) ​ ​ ​
​ (d)-(6) ​ ​ ​
​ (d)-(7) ​ ​ Equity Commitment Letter, dated August 1, 2025, by and between Parent and Trustar Fund.* ​
​ (d)-(8) ​ ​ ​
​ (d)-(9) ​ ​ ​
​ (d)-(10) ​ ​ ​
 
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(d)-(11)
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(d)-(12)
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(d)-(13)
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(d)-(14)
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(d)-(15)
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(d)-(16)
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​ (f)-(1) ​ ​ ​
​ (f)-(2) ​ ​ ​
​ (g) ​ ​ Not applicable. ​
​ 107 ​ ​ Calculation of Filing Fee Tables* ​
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*
Previously filed.
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SIGNATURES
After due inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
Date: April 29, 2026
​ ​ ​ ​ Smart Share Global Limited ​ ​ ​ ​ ​ ​ ​
​ ​ ​ ​ By: ​ ​
/s/ Conor Chia-hung YANG
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​ ​ ​ ​ ​ ​ ​ Name: ​ ​ Conor Chia-hung YANG ​ ​ ​
​ ​ ​ ​ ​ ​ ​ Title: ​ ​ Chairman of the Special Committee ​ ​ ​
 
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SIGNATURES
After due inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
Date: April 29, 2026
​ ​ ​ ​ Mobile Charging Group Holdings Limited ​ ​ ​ ​ ​ ​ ​
​ ​ ​ ​ By: ​ ​
/s/ Rikizo Matsukawa
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​ ​ ​ ​ ​ ​ ​ Name: ​ ​ Rikizo Matsukawa ​ ​ ​
​ ​ ​ ​ ​ ​ ​ Title: ​ ​ Director ​ ​ ​
 
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SIGNATURES
After due inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
Date: April 29, 2026
​ ​ ​ ​ Mobile Charging Investment Limited ​ ​ ​ ​ ​ ​ ​
​ ​ ​ ​ By: ​ ​
/s/ Rikizo Matsukawa
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​ ​ ​ ​ ​ ​ ​ Name: ​ ​ Rikizo Matsukawa ​ ​ ​
​ ​ ​ ​ ​ ​ ​ Title: ​ ​ Director ​ ​ ​
 
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SIGNATURES
After due inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
Date: April 29, 2026
​ ​ ​ ​ Mobile Charging Merger Limited ​ ​ ​ ​ ​ ​ ​
​ ​ ​ ​ By: ​ ​
/s/ Rikizo Matsukawa
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​ ​ ​ ​ ​ ​ ​ Name: ​ ​ Rikizo Matsukawa ​ ​ ​
​ ​ ​ ​ ​ ​ ​ Title: ​ ​ Director ​ ​ ​
 
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SIGNATURES
After due inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
Date: April 29, 2026
​ ​ ​ ​ Trustar Mobile Charging Holdings Limited ​ ​ ​ ​ ​ ​ ​
​ ​ ​ ​ By: ​ ​
/s/ Rikizo Matsukawa
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​ ​ ​ ​ ​ ​ ​ Name: ​ ​ Rikizo Matsukawa ​ ​ ​
​ ​ ​ ​ ​ ​ ​ Title: ​ ​ Director ​ ​ ​
 
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SIGNATURES
After due inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
Date: April 29, 2026
​ ​ ​ ​ Trustar Capital Partners V, L.P. ​ ​ ​ ​ ​ ​ ​
​ ​ ​ ​ By TCP V GP Ltd., its general partner ​ ​
​ ​ ​ ​ By: ​ ​
/s/ Rikizo Matsukawa
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​ ​ ​ ​ ​ ​ ​ Name: ​ ​ Rikizo Matsukawa ​ ​ ​
​ ​ ​ ​ ​ ​ ​ Title: ​ ​ Director ​ ​ ​
 
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SIGNATURES
After due inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
Date: April 29, 2026
​ ​ ​ ​ Mars Guangyuan Cai ​ ​ ​ ​ ​ ​ ​
​ ​ ​ ​ By: ​ ​
/s/ Mars Guangyuan Cai
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SIGNATURES
After due inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
Date: April 29, 2026
​ ​ ​ ​ Smart Share Holdings Limited ​ ​ ​ ​ ​ ​ ​
​ ​ ​ ​ By: ​ ​
/s/ Mars Guangyuan Cai
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​ ​ ​ ​ ​ ​ ​ Name: ​ ​ Mars Guangyuan Cai ​ ​ ​
​ ​ ​ ​ ​ ​ ​ Title: ​ ​ Director ​ ​ ​
 
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SIGNATURES
After due inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
Date: April 29, 2026
​ ​ ​ ​ Peifeng Xu ​ ​ ​ ​ ​ ​ ​
​ ​ ​ ​ By: ​ ​
/s/ Peifeng Xu
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SIGNATURES
After due inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
Date: April 29, 2026
​ ​ ​ ​ Super June Limited ​ ​ ​ ​ ​ ​ ​
​ ​ ​ ​ By: ​ ​
/s/ Peifeng Xu
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​ ​ ​ ​ ​ ​ ​ Name: ​ ​ Peifeng Xu ​ ​ ​
​ ​ ​ ​ ​ ​ ​ Title: ​ ​ Director ​ ​ ​
 
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SIGNATURES
After due inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
Date: April 29, 2026
​ ​ ​ ​ Victor Yaoyu Zhang ​ ​ ​ ​ ​ ​ ​
​ ​ ​ ​ By: ​ ​
/s/ Victor Yaoyu Zhang
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SIGNATURES
After due inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
Date: April 29, 2026
​ ​ ​ ​ Victor Family Limited ​ ​ ​ ​ ​ ​ ​
​ ​ ​ ​ By: ​ ​
/s/ Victor Yaoyu Zhang
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​ ​ ​ ​ ​ ​ ​ Name: ​ ​ Victor Yaoyu Zhang ​ ​ ​
​ ​ ​ ​ ​ ​ ​ Title: ​ ​ Director ​ ​ ​
 
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SIGNATURES
After due inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
Date: April 29, 2026
​ ​ ​ ​ Maria Yi Xin ​ ​ ​ ​ ​ ​ ​
​ ​ ​ ​ By: ​ ​
/s/ Maria Yi Xin
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SIGNATURES
After due inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
Date: April 29, 2026
​ ​ ​ ​ Jade Dew Capital Limited ​ ​ ​ ​ ​ ​ ​
​ ​ ​ ​ By: ​ ​
/s/ Maria Yi Xin
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​ ​ ​ ​ ​ ​ ​ Name: ​ ​ Maria Yi Xin ​ ​ ​
​ ​ ​ ​ ​ ​ ​ Title: ​ ​ Director ​ ​ ​