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[6-K] Trip.com Group Limited American Current Report (Foreign Issuer)

Filing Impact
(Low)
Filing Sentiment
(Neutral)
Form Type
6-K
Rhea-AI Filing Summary

Trip.com Group (Nasdaq: TCOM) filed a Form 6-K announcing an amended and restated share-repurchase agreement with MakeMyTrip.

Under the revised 23 June 2025 agreement, MakeMyTrip will pay approximately US$3.0 billion to buy back a portion of its Class B ordinary shares currently held by Trip.com. Closing is targeted for early July 2025.

Post-transaction, Trip.com will retain about 16.90 % of MakeMyTrip’s issued and outstanding shares, down from its prior level yet still a sizeable minority position. No additional financial statements, risk factors, or legal proceedings were provided.

The disclosure points to a major liquidity event for Trip.com: the company monetises part of its investment for US$3 billion while modestly reducing exposure to MakeMyTrip. The filing does not detail how Trip.com plans to deploy the proceeds, nor does it discuss valuation metrics or strategic rationale beyond the repurchase mechanics.

Positive
  • Receives approximately US$3.0 billion in cash from MakeMyTrip share repurchase, materially boosting liquidity
  • Retains a significant 16.90 % ownership stake, preserving strategic relationship with MakeMyTrip
Negative
  • Trip.com's equity stake in MakeMyTrip is reduced, potentially limiting future upside and strategic influence

Insights

US$3 billion cash inflow strengthens liquidity; limited loss of strategic exposure.

The agreement converts an illiquid equity stake into significant cash, immediately enhancing Trip.com’s balance-sheet flexibility. Proceeds equal roughly US$3.0 billion, expected in early July 2025. While the company’s stake in MakeMyTrip falls to 16.90 %, it still maintains a meaningful minority holding. The near-term effect should be a stronger cash position usable for debt reduction, reinvestment, or shareholder returns. Execution risk appears low because the contract is definitive and closing is imminent. Absent further details on use of funds, the transaction looks net positive to liquidity without materially impairing strategic optionality.

Trades influence for liquidity; ultimate value impact depends on cash deployment.

Trip.com sheds part of its MakeMyTrip stake in exchange for US$3 billion, effectively monetising a passive asset. Retaining 16.90 % keeps collaboration options open but reduces voting power and potential future upside. The filing omits pricing relative to market value and provides no guidance on proceeds utilisation, making longer-term valuation effects unclear. Until management clarifies capital-allocation plans, the transaction appears strategically neutral—balancing improved cash flexibility against diminished equity influence.

 
 

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 on June 23, 2025, Trip.com Group Limited (the “Company”) and MakeMyTrip Limited (“MakeMyTrip”) entered into an amended and restated share repurchase agreement, amending and restating the original share repurchase agreement dated June 16, 2025. Pursuant to the amended and restated share repurchase agreement, MakeMyTrip will pay approximately US$3.0 billion as consideration for the repurchase of a portion of its Class B ordinary shares held by the Company. The repurchase is expected to be completed in early July 2025, following which the Company will retain ownership of approximately 16.90% of MakeMyTrip’s issued and outstanding shares.


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 24, 2025

FAQ

How much cash will TCOM receive from MakeMyTrip's share buyback?

The filing states MakeMyTrip will pay approximately US$3.0 billion to Trip.com for the repurchased shares.

When is the MakeMyTrip share repurchase expected to close?

The transaction is expected to be completed in early July 2025.

What will be TCOM's ownership stake in MakeMyTrip after the repurchase?

Trip.com will retain about 16.90 % of MakeMyTrip’s issued and outstanding shares.

Does the 6-K disclose how TCOM will use the US$3 billion proceeds?

No. The filing does not provide any information on planned use of proceeds.

Were any additional financial results or risk factors included in the 6-K?

No. The report focuses solely on the amended share-repurchase agreement and contains no additional financial statements or risk disclosures.
Tripcom Group Ltd

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