In connection with the Notes Offering, including the exercise of the option to purchase additional Notes, the Company has entered into capped call transactions with one or more of the initial purchasers and/or their respective affiliates (the "Option Counterparties") and used approximately US$28.2 million of the net proceeds of the Notes Offering to pay the cost of such transactions. The capped call transactions are generally expected to reduce potential dilution to existing holders of the Class A ordinary shares and ADSs of the Company upon conversion of the Notes, with such reduction subject to a cap, and subject to the Company's ability to elect, subject to certain conditions, to settle the capped call transactions in cash (in which case the Company would not receive any ADSs from the Option Counterparties upon settlement of the capped call transactions). As part of establishing their initial hedges of the capped call transactions, the Option Counterparties or their respective affiliates expect to trade the ADSs and/or enter into various derivative transactions with respect to the Company's ADSs concurrently with, or shortly after, the pricing of the Notes. This activity could increase (or reduce the size of any decrease in) the market price of the ADSs or the price of the Notes at that time.
The cap price of the capped call transactions initially represents a premium of 75% to the NYSE closing price of the Company's ADSs on June 26, 2019, which was US$7.38 per ADS, and is subject to adjustment under the terms of the capped call transactions.