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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: 001-33853
Trip.com Group Limited
(Registrant’s Name)
30 Raffles Place, #29-01
Singapore 048622
(Address of Principal Executive Offices)
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 ☐
EXPLANATORY NOTE
This current report on Form 6-K is being furnished to report that following the pricing of the underwritten public offering of ordinary shares of MakeMyTrip Limited (“MakeMyTrip”), an investee of Trip.com Group Limited (the “Company”), it is expected that MakeMyTrip will pay between around US$2.5 billion and around US$3.0 billion as consideration for the sale of a portion of MakeMyTrip’s Class B ordinary shares held by the Company to MakeMyTrip pursuant to the share repurchase agreement entered into on June 16, 2025. The closing of the repurchase transaction is contingent upon the closing of MakeMyTrip’s underwritten public offering of ordinary shares and concurrent offering of convertible senior notes pursuant to Rule 144A, among other things, in accordance with the share repurchase agreement.
EXHIBIT INDEX
| Exhibit No. | Description |
|
| 99.1 | Press Release – Trip.com Group Announces Updates on Its Investments in MakeMyTrip | |
SIGNATURES
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.
| TRIP.COM GROUP LIMITED | ||||
| By | : | /s/ Cindy Xiaofan Wang |
||
| Name | : | Cindy Xiaofan Wang | ||
| Title | : | Chief Financial Officer | ||
Date: June 18, 2025
Exhibit 99.1
Trip.com Group Announces Updates on Its Investments in MakeMyTrip
SINGAPORE, June 16, 2025 /PRNewswire/ — Trip.com Group Limited (Nasdaq: TCOM; HKEX: 9961) (“Trip.com Group” or the “Company”), a leading one-stop travel service provider for accommodation reservation, transportation ticketing, packaged tours and corporate travel management, today announced that the Company has entered into a share repurchase agreement with MakeMyTrip Limited, an investee of the Company, to sell a portion of the Class B ordinary shares that the Company holds to MakeMyTrip for cancellation. This is part of the Company’s efforts to optimize its investment portfolio and enhance shareholder returns. Following completion of the proposed repurchase, the Company will remain the largest minority shareholder of MakeMyTrip and continue to support the growth of MakeMyTrip. To fund the proposed repurchase, MakeMyTrip launched an offering of convertible senior notes pursuant to Rule 144A under the U.S. Securities Act of 1933 and a concurrent underwritten public offering of ordinary shares. In connection with the offerings, the Company has agreed to a lock-up period of 180 days with customary exceptions.
About Trip.com Group Limited
Trip.com Group Limited (Nasdaq: TCOM; HKEX: 9961) is a leading global one-stop travel platform, integrating a comprehensive suite of travel products and services and differentiated travel content. It is the go-to destination for many travelers in Asia, and increasingly for travelers around the world, to explore travel, get inspired, make informed and cost-effective travel bookings, enjoy hassle-free on-the-go support, and share travel experience. Founded in 1999 and listed on Nasdaq in 2003 and HKEX in 2021, the Company currently operates under a portfolio of brands, including Ctrip, Qunar, Trip.com, and Skyscanner, with the mission “to pursue the perfect trip for a better world.”
For further information, please contact:
Investor Relations
Trip.com Group Limited
Tel: +86 (21) 3406-4880 X 12229
Email: iremail@trip.com