UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 6-K
Report of Foreign Private Issuer
Pursuant to Rule 13a-16 or 15d-16
under the Securities Exchange Act of 1934
For the month of June 2025
Commission File Number 001-34837
MAKEMYTRIP LIMITED
(Translation of registrant’s name into English)
19th Floor, Building No. 5
DLF Cyber City
Gurugram, India, 122002
(Address of principal executive office)
Indicate by check mark whether the registrant files or will file annual reports under cover Form 20-F or Form 40-F.
Form 20-F ☒ Form 40-F ☐
Other Events
On June 17, 2025, MakeMyTrip Limited (“MakeMyTrip”) announced:
| • |
the pricing of its primary offering of 14,000,000 ordinary shares of the company, par value US$0.0005 per share in an underwritten registered public offering (“Primary Equity Offering”). The size of the offering increased from the previously announced offering of 14,000,000 ordinary shares to 16,000,000 ordinary shares, at an offering price of US$90 per ordinary share; and |
| • |
the pricing of its previously announced offering of 0.00% convertible senior notes in an aggregate principal amount of US$1.25 billion due 2030 in a private offering to persons reasonably believed to be qualified institutional buyers pursuant to Rule 144A under the Securities Act of 1933, as amended (“Notes Offering”). |
The Company expects to close the Primary Equity Offering and the Notes Offering on or around June 23, 2025, subject to the satisfaction of customary closing conditions. The closing of each of the Notes Offering and the Primary Equity Offering is conditioned upon the closing of each of the other offerings and vice versa. If the Notes Offering is not consummated, the concurrent Primary Equity Offering will terminate.
A copy of the press releases for the pricing of the Primary Equity Offering and the Notes Offering are attached hereto as Exhibit 99.1 and Exhibit 99.2, respectively.
Exhibits
| 99.1 |
Press release for the Primary Equity Offering dated June 17, 2025 |
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| 99.2 |
Press release for the Notes Offering dated June 17, 2025 |
|
SIGNATURE
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, thereunto duly authorized.
Date: June 17, 2025
| MAKEMYTRIP LIMITED |
||
| By: |
/s/ Rajesh Magow |
|
| Name: |
Rajesh Magow |
|
| Title: |
Group Chief Executive Officer |
|
Exhibit 99.1
MakeMyTrip Announces Upsize and Pricing of Primary Offering of Ordinary Shares
NEW YORK and GURUGRAM, June 17, 2025 – MakeMyTrip Ltd (NASDAQ: MMYT, the “Company” or “MakeMyTrip”), today announced the upsize and pricing of its previously announced underwritten registered public offering (the “Primary Equity Offering”) of ordinary shares of the Company, par value US$0.0005 per share (the “Primary Shares”). The size of the offering increased from the previously announced offering of 14,000,000 ordinary shares to 16,000,000 ordinary shares, at an offering price of US$90 per ordinary share. The underwriters have been granted a 13-day option to purchase up to 2,400,000 additional ordinary shares. The Primary Equity Offering is expected to close on June 23, 2025, subject to customary closing conditions.
The Company also announced today by separate press release the pricing of an offering of 0.00% convertible senior notes in an aggregate principal amount of US$1.25 billion due 2030 (the “Notes Offering”) in a private offering to persons reasonably believed to be qualified institutional buyers pursuant to Rule 144A under the Securities Act of 1933, as amended (the “Securities Act”). The Company has granted the initial purchasers in the Notes Offering an option to purchase up to an additional US$187.5 million in aggregate principal amount of the Notes, exercisable for settlement within a 13-day period, beginning on, and including, the first date on which the Notes are issued.
MakeMyTrip estimates that the net proceeds from the Primary Equity Offering will be approximately US$1.41 billion, after deducting estimated underwriting discounts and commissions and estimated offering expenses payable by the Company (or approximately US$1.62 billion if underwriters exercise in full their option to purchase additional ordinary shares). The Company plans to use all of the net proceeds from the Primary Equity Offering and the Notes Offering for the Repurchase (as described below) of a portion of the Class B shares of the Company from Trip.com Group Limited (“Trip.com”).
Repurchase
MakeMyTrip plans to use all of the net proceeds from the Primary Equity Offering and the Notes Offering to repurchase a portion of its Class B shares from Trip.com at a price per Class B share based on the offering price per ordinary share in the Primary Equity Offering after deducting underwriting discounts and commissions per ordinary share in the Primary Equity Offering (such transaction, the “Repurchase”). The Repurchase will be made pursuant to the Share Repurchase Agreement entered into on June 16, 2025 between MakeMyTrip and Trip.com.
Other Matters
Nothing in this press release shall constitute an offer to sell or the solicitation of an offer to buy any securities, including the Notes or the Primary Shares, nor shall there be any offer or sale of the securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful. The Primary Equity Offering is being made only by means of prospectus supplement and accompanying prospectus pursuant to an effective registration statement filed with the U.S. Securities and Exchange Commission (the “SEC”). The closing of each of the Notes Offering and the Primary Equity Offering is conditioned upon the closing of each of the other offerings and vice versa. If the concurrent Notes Offering is not consummated, the concurrent Primary Equity Offering will terminate.
Morgan Stanley & Co. LLC and J.P. Morgan Securities LLC are acting as joint book-running managers for the Primary Equity Offering.
The Company has filed an automatic shelf registration statement on Form F-3 with the SEC. A prospectus supplement and the related base prospectus describing the terms of the Primary Equity Offering have been filed with the SEC. When available, the final prospectus supplement for the Primary Equity Offering will be filed with the SEC. The Primary Equity Offering is being made only by means of the prospectus supplement and accompanying base prospectus. Before you invest, you should read the prospectus supplement and the accompanying base prospectus and other documents that the Company has filed with the SEC for more complete information about the Company and the offering. You may obtain these documents free of charge by visiting EDGAR on the SEC website at www.sec.gov. Copies of the prospectus supplement and the accompanying base prospectus may be obtained by contacting: (i) Morgan Stanley & Co. LLC, Attn: Prospectus Department, 180 Varick Street, 2nd Floor, New York, NY 10014 or (ii) J.P. Morgan Securities LLC, c/o Broadridge Financial Solutions, 1155 Long Island Avenue, Edgewood, NY 11717, or by telephone: 866-803-9204 or by email: at prospectus-eq_fi@jpmchase.com.
Forward-Looking Statements
This document contains “forward-looking statements” within the meaning of the “safe harbor” provisions of the U.S. Private Securities Litigation Reform Act of 1995. All statements other than statements of historical fact contained in this document, including but not limited to, statements about MakeMyTrip’s goals, targets, projections, outlooks, beliefs, expectations, strategy, plans, objectives of management for future operations of MakeMyTrip, and growth opportunities, are forward-looking statements. Some of these forward-looking statements can be identified by the use of forward-looking words, including “anticipate,” “expect,” “suggest,” “plan,” “believe,” “intend,” “estimate,” “target,” “project,” “should,” “could,” “would,” “may,” “will,” “forecast” or other similar expressions. Forward-looking statements are based upon estimates and forecasts and reflect the views, assumptions, expectations, and opinions of MakeMyTrip, which involve inherent risks and uncertainties, and therefore should not be relied upon as being necessarily indicative of future results. A number of factors, including macro-economic, industry, business, regulatory and other risks, could cause actual results to differ materially from those contained in any forward-looking statement, including but not limited to: MakeMyTrip’s ability to grow at the desired rate or scale and its ability to manage its growth; its ability to further develop its business, including new products and services; its ability to attract and retain partners and consumers; its ability to compete effectively in the intensely competitive and constantly changing market; its ability to continue to raise sufficient capital; its ability to reduce net losses and the use of partner and consumer incentives, and to achieve profitability; potential impact of the complex legal and regulatory environment on its business; its ability to protect and maintain its brand and reputation; general economic, social, and political conditions, currency exchange fluctuations and inflation; expected growth of markets in which MakeMyTrip operates or may operate; and its ability to defend any legal or governmental proceedings instituted against it. In addition to the foregoing factors, you should also carefully consider the other risks and uncertainties described under “Item 3. Key Information – D. Risk Factors” and in other sections of MakeMyTrip’s annual report on Form 20-F for the fiscal year ended March 31, 2025, as well as in other documents filed by MakeMyTrip from time to time with the U.S. Securities and Exchange Commission. All information provided in this release is provided as of the date of issuance of this release, and MakeMyTrip does not undertake any obligation to update any forward-looking statement, except as required under applicable law.
About MakeMyTrip Limited
We own and operate well-recognized online travel brands, including MakeMyTrip, Goibibo and redBus. Through our primary websites, www.makemytrip.com, www.goibibo.com, www.redbus.in, and mobile platforms, travelers can research, plan and book a wide range of travel services and products in India and overseas. Our services and products include air ticketing, hotel and alternative accommodations bookings, holiday planning and packaging, bus ticketing, rail ticketing, car hire and ancillary travel requirements such as facilitating access to third-party travel insurance, forex services, and visa processing. We provide our customers with access to all major domestic full-service and low-cost airlines operating in India and all major airlines operating to and from India, a comprehensive set of domestic accommodation properties in India and a wide selection of properties outside of India, Indian Railways, and all major Indian bus operators.
For more details, please contact:
Mohit Kabra
Group Chief Financial Officer
MakeMyTrip Limited
groupcfo@go-mmt.com
Exhibit 99.2
MakeMyTrip Announces Pricing of Offering of US$1.25 billion 0.00% Convertible Senior Notes Due 2030
NEW YORK and GURUGRAM, June 17, 2025 – MakeMyTrip Ltd (NASDAQ: MMYT, the “Company” or “MakeMyTrip”), today announced the pricing of its previously announced offering of US$1.25 billion in aggregate principal amount of 0.00% convertible senior notes due 2030 (the “Notes Offering” and the “Notes”, respectively). The Notes have been offered in a private offering to persons reasonably believed to be qualified institutional buyers pursuant to Rule 144A under the Securities Act of 1933, as amended (the “Securities Act”). The Company has granted the initial purchasers in the Notes Offering a 13-day option to purchase up to an additional US$187.5 million in aggregate principal amount of the Notes. The Company expects to close the Notes Offering on or about June 23, 2025, subject to the satisfaction of customary closing conditions.
The Company also announced today, by a separate press release that the Company has priced an upsized underwritten registered public offering of 16,000,000 ordinary shares, par value US$0.0005 per share (the “Primary Equity Offering”), at US$90 per ordinary share. The Primary Equity Offering was upsized from the previously announced offering of 14,000,000 ordinary shares. The Company has granted the underwriters a 13-day option to purchase up to 2,400,000 additional ordinary shares.
MakeMyTrip estimates the net proceeds from the Notes Offering will be approximately US$1.23 billion, after deducting the initial purchasers’ discounts and estimated offering expenses payable by the Company (or approximately US$1.41 billion if the initial purchasers exercise in full their option to purchase additional Notes). The Company plans to use all of the net proceeds from the Notes Offering and the Primary Equity Offering for the Repurchase (as described below) of a portion of the Class B shares of the Company from Trip.com Group Limited (“Trip.com”).
Terms of the Notes
When issued, the Notes will be senior, unsecured obligations of the Company. The Notes will mature on July 1, 2030 unless redeemed, repurchased or converted prior to such date. The Notes will be convertible into ordinary shares of the Company, at the option of the holders, in integral multiples of US$1,000 principal amount, at any time prior to the close of business on the second business day preceding the maturity date.
The initial conversion rate of the Notes is 8.2305 ordinary shares per US$1,000 principal amount of Notes (which is equivalent to an initial conversion price of approximately US$121.50 per ordinary share and represents a conversion premium of approximately 35% above the public offering price of the ordinary shares, which was US$90 per ordinary share (the “Public Offering Price”)). The conversion rate of the Notes is subject to adjustment upon the occurrence of certain events.
On or after July 10, 2028, MakeMyTrip may redeem for cash all or part of the Notes, at its option (such redemption, an “Optional Redemption”), if (x) the Notes are “freely tradable” (as will be defined in the indenture for the Notes) and all accrued and unpaid special interest, if any, has been paid in full, as of the date the Company sends the notice of redemption and (y) the last reported sale price of MakeMyTrip’s ordinary shares has been at least 130% of the conversion price then in effect on (i) each of at least 20 trading days (whether or not consecutive) during any 30 consecutive trading day period ending on, and including, the trading day immediately prior to the date MakeMyTrip provides notice of redemption and (ii) the trading day immediately preceding the date MakeMyTrip sends such notice. MakeMyTrip may also redeem for cash all but not part of the Notes at any time if less than 10% of the aggregate principal amount of Notes originally issued (for the avoidance of doubt, including the Notes issued upon the exercise of the initial purchasers’ option to purchase additional Notes) remains outstanding at such time (“Cleanup Redemption”). In addition, MakeMyTrip may redeem all but not part of the Notes in the event of certain changes in the tax laws (“Tax Redemption”). The redemption price in the case of a Tax Redemption, an Optional Redemption or a Cleanup Redemption will equal 100% of the principal amount of the Notes to be redeemed, plus accrued and unpaid special interest, if any, to, but excluding, the related Redemption Date.
Holders of the Notes will have the right, at their option, to require the Company to repurchase for cash all or part of their Notes, on July 3, 2028 at a repurchase price equal to 100% of the principal amount of the Notes to be repurchased plus accrued and unpaid special interest, if any. In addition, subject to certain conditions and a limited exception, holders of the Notes will have the right to require the Company to repurchase all or part of their Notes upon occurrence of certain events that constitute a fundamental change. In connection with certain corporate events or if the Company issues a notice of Optional Redemption, Cleanup Redemption or Tax Redemption, it will, under certain circumstances, increase the conversion rate for holders who elect to convert their Notes in connection with such corporate event or such Optional Redemption, Cleanup Redemption or Tax Redemption.
Repurchase
MakeMyTrip plans to use all of the net proceeds from the Notes Offering and the Primary Equity Offering to repurchase a portion of its Class B shares from Trip.com at a price per Class B share based on the offering price per ordinary share in the Primary Equity Offering after deducting underwriting discounts and commissions per ordinary share in the Primary Equity Offering (such transaction, the “Repurchase”). The Repurchase will be made pursuant to the Share Repurchase Agreement entered into on June 16, 2025 between MakeMyTrip and Trip.com.
Other Matters
Nothing contained herein shall constitute an offer to sell or the solicitation of an offer to buy any securities, including the Notes or the ordinary shares, nor shall there be any offer or sale of the securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful. The Primary Equity Offering is being made only by means of a separate prospectus supplement and accompanying prospectus pursuant to an effective registration statement filed with the U.S. Securities and Exchange Commission. The closing of each of the Notes Offering and the Primary Equity Offering is conditioned upon the closing of each of the other offerings and vice versa. If the Notes Offering is not consummated, the concurrent Primary Equity Offering will terminate.
The Notes and the ordinary shares deliverable upon conversion thereof have not been, and will not be, registered under the Securities Act of 1933, as amended (the “Securities Act”) or any state securities laws and are being offered and sold only to persons reasonably believed to be qualified institutional buyers pursuant to Rule 144A under the Securities Act.
Forward-Looking Statements
This document contains “forward-looking statements” within the meaning of the “safe harbor” provisions of the U.S. Private Securities Litigation Reform Act of 1995. All statements other than statements of historical fact contained in this document, including but not limited to, statements about MakeMyTrip’s goals, targets, projections, outlooks, beliefs, expectations, strategy, plans, objectives of management for future operations of MakeMyTrip, and growth opportunities, are forward-looking statements. Some of these forward-looking statements can be identified by the use of forward-looking words, including “anticipate,” “expect,” “suggest,” “plan,” “believe,” “intend,” “estimate,” “target,” “project,” “should,” “could,” “would,” “may,” “will,” “forecast” or other similar expressions. Forward-looking statements are based upon estimates and forecasts and reflect the views, assumptions, expectations, and opinions of MakeMyTrip, which involve inherent risks and uncertainties, and therefore should not be relied upon as being necessarily indicative of future results. A number of factors, including macro-economic, industry, business, regulatory and other risks, could cause actual results to differ materially from those contained in any forward-looking statement, including but not limited to: MakeMyTrip’s ability to grow at the desired rate or scale and its ability to manage its growth; its ability to further develop its business, including new products and services; its ability to attract and retain partners and consumers; its ability to compete effectively in the intensely competitive and constantly changing market; its ability to continue to raise sufficient capital; its ability to reduce net losses and the use of partner and consumer incentives, and to achieve profitability; potential impact of the complex legal and regulatory environment on its business; its ability to protect and maintain its brand and reputation; general economic, social, and political conditions, currency exchange fluctuations and inflation; expected growth of markets in which MakeMyTrip operates or may operate; and its ability to defend any legal or governmental proceedings instituted against it. In addition to the foregoing factors, you should also carefully consider the other risks and uncertainties described under “Item 3. Key Information – D. Risk Factors” and in other sections of MakeMyTrip’s annual report on Form 20-F for the fiscal year ended March 31, 2025, as well as in other documents filed by MakeMyTrip from time to time with the U.S. Securities and Exchange Commission. All information provided in this release is provided as of the date of issuance of this release, and MakeMyTrip does not undertake any obligation to update any forward-looking statement, except as required under applicable law.
About MakeMyTrip Limited
We own and operate well-recognized online travel brands, including MakeMyTrip, Goibibo and redBus. Through our primary websites, www.makemytrip.com, www.goibibo.com, www.redbus.in, and mobile platforms, travelers can research, plan and book a wide range of travel services and products in India and overseas. Our services and products include air ticketing, hotel and alternative accommodations bookings, holiday planning and packaging, bus ticketing, rail ticketing, car hire and ancillary travel requirements such as facilitating access to third-party travel insurance, forex services, and visa processing. We provide our customers with access to all major domestic full-service and low-cost airlines operating in India and all major airlines operating to and from India, a comprehensive set of domestic accommodation properties in India and a wide selection of properties outside of India, Indian Railways, and all major Indian bus operators.
For more details, please contact:
Mohit Kabra
Group Chief Financial Officer
MakeMyTrip Limited
groupcfo@go-mmt.com