Common use of Incorporation of Documents by Reference Clause in Contracts

Incorporation of Documents by Reference. The SEC allows us to ‘‘incorporate by reference’’ the information we file with or furnish to the SEC, which means that we can disclose important information to you by referring you to those documents that are considered part of the accompanying prospectus. Information that we file with or furnish to the SEC in the future and incorporate by reference will automatically update and supersede the previously filed information. See also ‘‘Incorporation of Certain Documents by Reference’’ in the accompanying prospectus for more information. All of the documents incorporated by reference are available at xxx.xxx.xxx under Alibaba Group Holding Limited, CIK number 0001577552. Each document incorporated by reference is current only as of the date of such document, and the incorporation by reference of such documents shall not create any implication that there has been no change in our affairs since the date thereof or that the information contained therein is current as of any time subsequent to its date. We incorporate by reference the documents listed below: • our annual report on Form 20-F for the fiscal year ended March 31, 2020, originally filed with the SEC on July 9, 2020 (File No. 001-36614) (the ‘‘2020 Form 20-F’’), as updated by our current report on Form 6-K originally furnished to the SEC on February 2, 2021 (Exhibit 99.1 and Exhibit 99.2 to the said report supersede Part I, Item 5. Operating and Financial Review and Prospects — A. Operating Results and Part III, Item 18. Financial Statements of the 2020 Form 20-F, respectively, which is incorporated by reference in the accompanying prospectus); • our current report on Form 6-K originally furnished to the SEC on February 2, 2021, including Exhibit 99.1 titled ‘‘Updated Part I, Item 5. Operating and Financial Review and Prospects — A. Operating Results, from the Company’s Annual Report on Form 20-F for the year ended March 31, 2020, as filed with the Securities and Exchange Commission on July 9, 2020,’’ and Exhibit 99.2 titled ‘‘Updated Part III, Item 18. Financial Statements, from the Company’s Annual Report on Form 20-F for the year ended March 31, 2020, as filed with the Securities and Exchange Commission on July 9, 2020,’’ which is incorporated by reference in the accompanying prospectus; • our current report on Form 6-K originally furnished to the SEC on February 2, 2021, including Exhibit 99.1 titled ‘‘Operating and Financial Review and Prospects for the six months ended September 30, 2020’’ and Exhibit 99.2 titled ‘‘Unaudited Condensed Consolidated Financial Statements for the six months ended September 30, 2019 and 2020,’’ which is incorporated by reference in the accompanying prospectus; • our current report on Form 6-K originally furnished to the SEC on February 2, 2021, including Exhibit 99.1 titled ‘‘Updated Information Relating to Alibaba Group’’ and Exhibit 99.2 titled ‘‘Updated Risk Factors,’’ that is identified as being incorporated herein is incorporated by reference herein; • any future annual reports on Form 20-F filed with the SEC after the date of this prospectus supplement and prior to the termination of the offering of the securities offered by this prospectus supplement; and • any future current reports on Form 6-K that we furnish to the SEC after the date of this prospectus supplement that are identified in such reports as being incorporated by reference in this prospectus supplement. As you read the documents incorporated by reference, you may find inconsistencies in information from one document to another. If you find inconsistencies, you should rely on the statements made in the most recent document. Copies of all documents incorporated by reference in this prospectus supplement and the accompanying prospectus, other than exhibits to those documents unless such exhibits are specially incorporated by reference in this prospectus supplement and the accompanying prospectus, will be provided at no cost to each person, including any beneficial owner of the Notes, to whom a copy of this prospectus supplement is delivered, on the written or oral request of that person made to: Alibaba Group Holding Limited 26/F Tower One, Times Square 0 Xxxxxxxx Xxxxxx Causeway Bay Hong Kong Telephone: +000 0000-0000 Fax: +000 0000-0000 PROSPECTUS Alibaba Group Holding Limited Debt Securities We may offer and sell debt securities from time to time. We will provide the specific terms of any offering and the offered securities in one or more supplements to this prospectus. Any prospectus supplement may also add, update or change information contained in this prospectus. You should carefully read this prospectus and the applicable prospectus supplement as well as the documents incorporated or deemed to be incorporated by reference in this prospectus before you purchase any of the securities offered hereby. These securities may be offered and sold in the same offering or in separate offerings; to or through underwriters, dealers, and agents; or directly to purchasers. The names of any underwriters, dealers, or agents involved in the sale of our securities, their compensation and any overallotment options held by them will be described in the applicable prospectus supplement. For a more complete description of the plan of distribution of these securities, see the section entitled ‘‘Plan of Distribution’’ beginning on page 26 of this prospectus. Investing in our securities involves certain risks. You should carefully consider the risks described in ‘‘Risk Factors’’ in this prospectus and in any prospectus supplement or any document incorporated by reference into this prospectus. This prospectus may not be used to offer or sell any securities unless accompanied by a prospectus supplement. Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense. TABLE OF CONTENTS Page ABOUT THIS PROSPECTUS 1 FORWARD-LOOKING STATEMENTS 2 OUR COMPANY 3 RISK FACTORS 4 USE OF PROCEEDS 5 DESCRIPTION OF THE DEBT SECURITIES 6 LEGAL OWNERSHIP OF DEBT SECURITIES 21 ENFORCEABILITY OF CIVIL LIABILITIES 23 TAXATION 25 PLAN OF DISTRIBUTION 26 LEGAL MATTERS 28 EXPERTS 29 WHERE YOU CAN FIND MORE INFORMATION ABOUT US 30 INCORPORATION OF DOCUMENTS BY REFERENCE 31 ABOUT THIS PROSPECTUS This prospectus is part of an automatic shelf registration statement that we filed with the Securities and Exchange Commission, or the SEC, as a ‘‘well-known seasoned issuer’’ as defined in Rule 405 under the Securities Act of 1933, as amended, or the Securities Act. By using an automatic shelf registration statement, we may, at any time and from time to time, offer and sell the debt securities described in this prospectus in one or more offerings. This prospectus provides you with a general description of the debt securities we may offer. Each time we use this prospectus to offer debt securities, we will provide one or more prospectus supplements that will contain specific information about the offering and the terms of those debt securities. We may also add, update or change information contained in this prospectus by means of a prospectus supplement or by incorporating by reference information that we file or furnish to the SEC. As allowed by the SEC rules, this prospectus and any accompanying prospectus supplement do not contain all of the information included in the registration statement. For further information, we refer you to the registration statement, including its exhibits. Statements contained in this prospectus or any prospectus supplement about the provisions or contents of any agreement or other document are not necessarily complete. If the SEC’s rules and regulations require that an agreement or document be filed as an exhibit to the registration statement, please see that agreement or document for a complete description of these matters. We are not making an offer to sell the securities in any jurisdiction where the offer or sale is not permitted. You should carefully read this document and any applicable prospectus supplement and the related exhibits to the registration statement filed with the SEC. You should also read the documents we have referred you to under ‘‘Where You Can Find More Information About Us’’ and ‘‘Incorporation of Documents by Reference’’ below for information on our company, the risks we face and our financial statements. The registration statement and exhibits can be read at the SEC’s website or at the SEC as described under ‘‘Where You Can Find More Information About Us.’’ Unless otherwise indicated or unless the context otherwise requires, references in this prospectus to: • ‘‘Ant Group’’ are to Ant Group Co., Ltd. (formerly known as Ant Financial), a company organized under the laws of the PRC on October 19, 2000 and, as context requires, its consolidated subsidiaries; we hold 33% of the equity interest in Ant Group; • ‘‘China’’ and the ‘‘PRC’’ are to the People’s Republic of China; • ‘‘Hong Kong Stock Exchange’’ are to The Stock Exchange of Hong Kong Limited; • ‘‘NYSE’’ are to the New York Stock Exchange; • ‘‘variable interest entities’’ are to our variable interest entities that are 100% owned by PRC citizens or by PRC entities owned by PRC citizens, where applicable, that hold the Internet content provider licenses, or ICP licenses, or other business operation licenses or approvals, and generally operate the various websites for our Internet businesses or other businesses in which foreign investment is restricted or prohibited, and are consolidated into our consolidated financial statements in accordance with U.S. GAAP as if they were our wholly-owned subsidiaries; • ‘‘we,’’ ‘‘us,’’ ‘‘our company’’ and ‘‘our’’ are to Alibaba Group Holding Limited and its consolidated subsidiaries and its affiliated consolidated entities, including its variable interest entities and their subsidiaries; and • ‘‘US$,’’ ‘‘dollars’’ and ‘‘U.S. dollars’’ are to the legal currency of the United States. All discrepancies in any table between the amounts identified as total amounts and the sum of the amounts listed therein are due to rounding. References in any prospectus supplement to ‘‘the accompanying prospectus’’ are to this prospectus and to ‘‘the prospectus’’ are to this prospectus and the applicable prospectus supplement taken together.

Incorporation of Documents by Reference. The SEC allows us to ‘‘“incorporate by reference’’ ” into this prospectus supplement the information we file with or furnish to the SEC, which means that we can disclose important information to you by referring you to those documents that are documents. The information incorporated by reference is considered to be part of the accompanying prospectusthis prospectus supplement. Information that we file later with or furnish to the SEC in the future and incorporate by reference will automatically update and supersede information in this prospectus supplement. In all cases, you should rely on the previously later information over different information included in this prospectus supplement. The following documents have been filed information. See also ‘‘Incorporation of Certain Documents by Reference’’ in us with the accompanying prospectus for more information. All of the documents SEC and are incorporated by reference are available at xxx.xxx.xxx under Alibaba Group Holding Limited, CIK number 0001577552. Each document incorporated by reference is current only as of the date of such document, and the incorporation by reference of such documents shall not create any implication that there has been no change in our affairs since the date thereof or that the information contained therein is current as of any time subsequent to its date. We incorporate by reference the documents listed belowinto this prospectus supplement: • our annual report Annual Report on Form 2010-F K for the fiscal year endedDecember 31, 2021, filed with the SEC on March 1, 2022; • our Quarterly Reports on Form 10-Q for the quarter ended June 30, 2022, filed with the SEC on August 8, 2022, and for the quarter ended March 31, 20202022, originally filed with the SEC on May 10, 2022; • our Current Reports on Form 8-K, filed with the SEC on July 921, 2020 (File No. 001-36614) (2022, July 13, 2022, July 13, 2022 and May 16, 2022; and • the ‘‘2020 Form 20-F’’)description of our capital stock, included as updated by our current report on Form 6-K originally furnished Exhibit 4.4 to the SEC on February 2, 2021 (Exhibit 99.1 and Exhibit 99.2 to the said report supersede Part I, Item 5. Operating and Financial Review and Prospects — A. Operating Results and Part III, Item 18. Financial Statements of the 2020 Form 20-F, respectively, which is incorporated by reference in the accompanying prospectus); • our current report on Form 6-K originally furnished to the SEC on February 2, 2021, including Exhibit 99.1 titled ‘‘Updated Part I, Item 5. Operating and Financial Review and Prospects — A. Operating Results, from the Company’s Annual Report on Form 2010-F K for the year ended March ended, December 31, 2020, as filed with the Securities and Exchange Commission on July 9, 2020,’’ and Exhibit 99.2 titled ‘‘Updated Part III, Item 18. Financial Statements, from the Company’s Annual Report on Form 20-F for the year ended March 31, 2020, as filed with the Securities and Exchange Commission on July 9, 2020,’’ which is incorporated by reference in the accompanying prospectus; • our current report on Form 6-K originally furnished to the SEC on February 2, 2021, including Exhibit 99.1 titled ‘‘Operating and Financial Review and Prospects for the six months ended September 30, 2020’’ and Exhibit 99.2 titled ‘‘Unaudited Condensed Consolidated Financial Statements for the six months ended September 30, 2019 and 2020,’’ which is incorporated by reference in the accompanying prospectus; • our current report on Form 6-K originally furnished to the SEC on February 2, 2021, including Exhibit 99.1 titled ‘‘Updated Information Relating to Alibaba Group’’ and Exhibit 99.2 titled ‘‘Updated Risk Factors,’’ that is identified as being incorporated herein is incorporated by reference herein; • any future annual reports on Form 20-F filed with the SEC on March 1, 2022. All reports and other documents that we subsequently file with the SEC (other than any portion of such filings that are furnished under applicable SEC rules rather than filed) pursuant to Section 13(a), 13(c), 14 or 15(d) of the Exchange Act after the date of this prospectus supplement and prior to before the termination later of (1) the completion of the offering of our common stock pursuant to this prospectus supplement and (2) the securities offered by date we stop offering our common stock pursuant to this prospectus supplement; , will be deemed to be incorporated by reference into this prospectus supplement and • any future current reports on Form 6-K that we furnish to the SEC after the date be part of this prospectus supplement that are identified in from the date of filing of such reports as being and documents. The information contained on our website (xxx.xxxxx.xxx) is not incorporated by reference in into this prospectus supplement. As you read You should not assume that the documents incorporated by reference, you may find inconsistencies in information from one document to another. If you find inconsistencies, you should rely on the statements made in the most recent document. Copies of all documents incorporated by reference in this prospectus supplement and the accompanying prospectus, other than exhibits to those documents unless such exhibits are specially or any document incorporated by reference in this prospectus supplement and is accurate as of any date other than the accompanying prospectus, will be provided at no cost to each person, including any beneficial owner date of the Notes, to whom a copy of this prospectus supplement is delivered, on the written or oral request of that person made to: Alibaba Group Holding Limited 26/F Tower One, Times Square 0 Xxxxxxxx Xxxxxx Causeway Bay Hong Kong Telephone: +000 0000-0000 Fax: +000 0000-0000 PROSPECTUS Alibaba Group Holding Limited Debt Securities We may offer and sell debt securities from time to time. We will provide the specific terms of any offering and the offered securities in one or more supplements to this prospectusapplicable document. Any prospectus supplement may also add, update or change information statement contained in this prospectus. You should carefully read this prospectus and the applicable prospectus supplement as well as the documents a document incorporated or deemed to be incorporated by reference into this prospectus supplement will be deemed to be modified or superseded for purposes of this prospectus supplement to the extent that a statement contained in this prospectus before you purchase any of the securities offered hereby. These securities may be offered and sold in the same offering or in separate offerings; to or through underwriters, dealers, and agents; or directly to purchasers. The names of any underwriters, dealers, or agents involved in the sale of our securities, their compensation and any overallotment options held by them will be described in the applicable prospectus supplement. For a more complete description of the plan of distribution of these securities, see the section entitled ‘‘Plan of Distribution’’ beginning on page 26 of this prospectus. Investing in our securities involves certain risks. You should carefully consider the risks described in ‘‘Risk Factors’’ in this prospectus and in any prospectus supplement or any other subsequently filed document that is deemed to be incorporated by reference into this prospectusprospectus supplement modifies or supersedes the statement. This prospectus may Any statement so modified or superseded will not be used deemed, except as so modified or superseded, to offer or sell any securities unless accompanied by constitute a prospectus supplement. Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved part of these securities or determined if this prospectus is truthful supplement You may request a copy of any or complete. Any representation all documents referred to the contrary is a criminal offense. TABLE OF CONTENTS Page ABOUT THIS PROSPECTUS 1 FORWARD-LOOKING STATEMENTS 2 OUR COMPANY 3 RISK FACTORS 4 USE OF PROCEEDS 5 DESCRIPTION OF THE DEBT SECURITIES 6 LEGAL OWNERSHIP OF DEBT SECURITIES 21 ENFORCEABILITY OF CIVIL LIABILITIES 23 TAXATION 25 PLAN OF DISTRIBUTION 26 LEGAL MATTERS 28 EXPERTS 29 WHERE YOU CAN FIND MORE INFORMATION ABOUT US 30 INCORPORATION OF DOCUMENTS BY REFERENCE 31 ABOUT THIS PROSPECTUS This prospectus is part of an automatic shelf registration statement above that we filed with the Securities and Exchange Commission, have been or the SEC, as a ‘‘well-known seasoned issuer’’ as defined in Rule 405 under the Securities Act of 1933, as amended, or the Securities Act. By using an automatic shelf registration statement, we may, at any time and from time to time, offer and sell the debt securities described in may be incorporated by reference into this prospectus in one or more offerings. This prospectus provides you with a general description of the debt securities we may offer. Each time we use this prospectus to offer debt securities, we will provide one or more prospectus supplements that will contain specific information about the offering and the terms of those debt securities. We may also add, update or change information contained in this prospectus by means of a prospectus supplement or by incorporating by reference information that we file or furnish to the SEC. As allowed by the SEC rules, this prospectus and any accompanying prospectus supplement do not contain all of the information included in the registration statement. For further information, we refer you to the registration statement, including its exhibits. Statements contained in this prospectus or any prospectus supplement about the provisions or contents of any agreement or other document are not necessarily complete. If the SEC’s rules and regulations require that an agreement or document be filed as an exhibit to the registration statement, please see that agreement or document for a complete description of these matters. We are not making an offer to sell the securities in any jurisdiction where the offer or sale is not permitted. You should carefully read this document and any applicable prospectus supplement and the related (excluding certain exhibits to the registration statement filed with the SEC. You should also read the documents we have referred you to under ‘‘Where You Can Find More Information About Us’’ and ‘‘Incorporation of Documents documents) at no cost, by Reference’’ below for information on our company, the risks we face and our financial statements. The registration statement and exhibits can be read writing or calling us at the SEC’s website following address or at the SEC as described under ‘‘Where You Can Find More Information About Us.’’ Unless otherwise indicated or unless the context otherwise requirestelephone number: Canoo Inc. 00000 Xxxxxxx Xxxxxx Torrance, references in this prospectus toCalifornia 90503 Attn: • ‘‘Ant Group’’ are to Ant Group Co., Ltd. Investor Relations Department Phone: (formerly known as Ant Financial), a company organized under the laws of the PRC on October 19, 2000 and, as context requires, its consolidated subsidiaries; we hold 33% of the equity interest in Ant Group; • ‘‘China’’ and the ‘‘PRC’’ are to the People’s Republic of China; • ‘‘Hong Kong Stock Exchange’’ are to The Stock Exchange of Hong Kong Limited; • ‘‘NYSE’’ are to the New York Stock Exchange; • ‘‘variable interest entities’’ are to our variable interest entities that are 100% owned by PRC citizens or by PRC entities owned by PRC citizens, where applicable, that hold the Internet content provider licenses, or ICP licenses, or other business operation licenses or approvals, and generally operate the various websites for our Internet businesses or other businesses in which foreign investment is restricted or prohibited, and are consolidated into our consolidated financial statements in accordance with U.S. GAAP as if they were our wholly000) 000-owned subsidiaries; • ‘‘we,’’ ‘‘us,’’ ‘‘our company’’ and ‘‘our’’ are to Alibaba Group Holding Limited and its consolidated subsidiaries and its affiliated consolidated entities, including its variable interest entities and their subsidiaries; and • ‘‘US$,’’ ‘‘dollars’’ and ‘‘U.S. dollars’’ are to the legal currency of the United States. All discrepancies in any table between the amounts identified as total amounts and the sum of the amounts listed therein are due to rounding. References in any prospectus supplement to ‘‘the accompanying prospectus’’ are to this prospectus and to ‘‘the prospectus’’ are to this prospectus and the applicable prospectus supplement taken together.0000

Incorporation of Documents by Reference. The SEC allows rules permit us to ‘‘incorporate information by reference’’ the information we file with or furnish to the SEC, which reference into this prospectus and any applicable prospectus supplement. This means that we can disclose important information to you by referring you to those documents that are considered part of another document filed separately with the accompanying prospectusSEC. Information that we file with or furnish to the SEC in the future and incorporate by reference will automatically update and supersede the previously filed information. See also ‘‘Incorporation of Certain Documents by Reference’’ in the accompanying prospectus for more information. All of the documents incorporated by reference are available at xxx.xxx.xxx under Alibaba Group Holding Limited, CIK number 0001577552. Each document The information incorporated by reference is current only as considered to be part of the date of such documentthis prospectus and any applicable prospectus supplement, and the incorporation except for information superseded by reference of such documents shall not create any implication that there has been no change in our affairs since the date thereof or that the information contained therein is current as of in this prospectus or the applicable prospectus supplement itself or in any time subsequent to its datesubsequently filed incorporated document. We This prospectus and any applicable prospectus supplement incorporate by reference the documents listed belowset forth below that we have previously filed with the SEC, other than information in such documents that is deemed to be furnished and not filed. These documents contain important information about us and our business and financial condition. Any report or information within any of the documents referenced below that is furnished, but not filed, shall not be incorporated by reference into this prospectus: • our annual report Annual Report on Form 2010-F K for the fiscal year ended March December 31, 20202021, originally filed with the SEC on July 9March 1, 2020 (File No. 001-36614) (the ‘‘2020 Form 20-F’’), as updated by 2022; • our current report Quarterly Report on Form 610-K originally furnished to Q for the quarter ended March 31, 2022, filed with the SEC on February 2May 10, 2021 (2022; and • a description of our capital stock, included as Exhibit 99.1 and Exhibit 99.2 4.4 to the said report supersede Part I, Item 5. Operating and Financial Review and Prospects — A. Operating Results and Part III, Item 18. Financial Statements of the 2020 Form 20-F, respectively, which is incorporated by reference in the accompanying prospectus); • our current report on Form 6-K originally furnished to the SEC on February 2, 2021, including Exhibit 99.1 titled ‘‘Updated Part I, Item 5. Operating and Financial Review and Prospects — A. Operating Results, from the Company’s Annual Report on Form 2010-F K for the year ended March ended, December 31, 2020, as filed with the Securities and Exchange Commission on July 9, 2020,’’ and Exhibit 99.2 titled ‘‘Updated Part III, Item 18. Financial Statements, from the Company’s Annual Report on Form 20-F for the year ended March 31, 2020, as filed with the Securities and Exchange Commission on July 9, 2020,’’ which is incorporated by reference in the accompanying prospectus; • our current report on Form 6-K originally furnished to the SEC on February 2, 2021, including Exhibit 99.1 titled ‘‘Operating and Financial Review and Prospects for the six months ended September 30, 2020’’ and Exhibit 99.2 titled ‘‘Unaudited Condensed Consolidated Financial Statements for the six months ended September 30, 2019 and 2020,’’ which is incorporated by reference in the accompanying prospectus; • our current report on Form 6-K originally furnished to the SEC on February 2, 2021, including Exhibit 99.1 titled ‘‘Updated Information Relating to Alibaba Group’’ and Exhibit 99.2 titled ‘‘Updated Risk Factors,’’ that is identified as being incorporated herein is incorporated by reference herein; • any future annual reports on Form 20-F filed with the SEC after on March 1, 2022. We also incorporate by reference any future filings made by us with the date SEC under Sections 13(a), 13(c), 14 or 15(d) of this prospectus supplement and the Exchange Act (excluding any information furnished to, rather than filed with, the SEC), including prior to the termination of the offering of the securities offered made by this prospectus supplement; and • any future current reports on Form 6-K that we furnish to the SEC after the date of this prospectus supplement that are identified prospectus. Information in such reports as being incorporated by reference future filings updates and supplements the information provided in this prospectus supplement. As you read the documents incorporated by reference, you may find inconsistencies in information from one document to another. If you find inconsistencies, you should rely on the statements made in the most recent document. Copies of all documents incorporated by reference in this prospectus supplement and the accompanying prospectus, other than exhibits to those documents unless such exhibits are specially incorporated by reference in this prospectus supplement and the accompanying prospectus, will be provided at no cost to each person, including any beneficial owner of the Notes, to whom a copy of this prospectus supplement is delivered, on the written or oral request of that person made to: Alibaba Group Holding Limited 26/F Tower One, Times Square 0 Xxxxxxxx Xxxxxx Causeway Bay Hong Kong Telephone: +000 0000-0000 Fax: +000 0000-0000 PROSPECTUS Alibaba Group Holding Limited Debt Securities We may offer and sell debt securities from time to time. We will provide the specific terms of any offering and the offered securities in one or more supplements to this prospectus. Any prospectus supplement may also add, update or change statements in any such future filings will automatically be deemed to modify and supersede any information contained in this prospectus. You should carefully read this prospectus and any document we previously filed with the applicable prospectus supplement as well as the documents SEC that is incorporated or deemed to be incorporated herein by reference to the extent that statements in the later filed document modify or replace such earlier statements. You may request a copy of these filings, at no cost, by writing or telephoning us at the following address or telephone number: Canoo Inc. 00000 Xxxxxxx Xxxxxx Torrance, California 90503 Attn: Investor Relations Department Phone: (000) 000-0000 Those copies will not include exhibits, unless the exhibits have specifically been incorporated by reference in this prospectus before document or you purchase any specifically request them. COMPANY OVERVIEW We are a mobility technology company with a mission to bring electric vehicles (“EVs”) to everyone and provide connected services that improve the vehicle ownership experience. We are developing a technology platform that we believe will enable us to rapidly innovate and bring new products, addressing multiple use cases, to market faster than our competition and at lower cost. Our vehicle architecture and design philosophy are aimed at driving productivity and returning capital to our customers, and we believe the software and technology capabilities we are developing, packaged around a modular, customizable product, have the potential to fundamentally alter the value proposition across a vehicle’s lifecycle. We remain committed to the environment and to delivering sustainable mobility that is accessible to everyone. We proudly intend to manufacture our fully electric vehicles in Arkansas and Oklahoma, bringing advanced manufacturing and technology jobs to communities in America’s heartland. We are committed to building a diverse workforce that will draw heavily upon the local communities of Native Americans and veterans. On December 21, 2020, Xxxxxxxx Capital Acquisition Corp. IV (“HCAC”) consummated the previously announced merger pursuant to that certain Merger Agreement and Plan of Reorganization, dated as of August 17, 2020 (the “Merger Agreement”), by and among HCAC, HCAC IV First Merger Sub, Ltd., an exempted company incorporated with limited liability in the Cayman Islands and a direct, a wholly owned subsidiary of HCAC (“First Merger Sub”), EV Global Holdco LLC (f/k/a HCAC IV Second Merger Sub, LLC), a Delaware limited liability company and a direct, wholly owned subsidiary of HCAC (“Second Merger Sub”), and Canoo Holdings Ltd., an exempted company incorporated with limited liability in the Cayman Islands (“Legacy Canoo”). Pursuant to the terms of the securities offered herebyMerger Agreement, a business combination between HCAC and Legacy Canoo was effected through the merger of (a) First Merger Sub with and into Legacy Canoo, with Legacy Canoo surviving as a wholly-owned subsidiary of HCAC (Legacy Canoo, in its capacity as the surviving corporation of the merger, the “Surviving Corporation”) and (b) the Surviving Corporation with and into Second Merger Sub, with Second Merger Sub being the surviving entity, which ultimately resulted in Legacy Canoo becoming a wholly-owned direct subsidiary of HCAC (all transactions collectively, the “Business Combination”). These securities may be offered In connection with the closing of the Business Combination, HCAC changed its name to Canoo Inc. and sold in we became a Nasdaq-listed company. Our common stock and public warrants are listed on Nasdaq under the same offering or in separate offerings; to or through underwriterssymbol “GOEV” and “GOEVW,” respectively. Our principal executive office is located at 00000 Xxxxxxx Xxxxxx, dealersXxxxxxxx, Xxxxxxxxxx 00000, and agents; or directly our telephone number is (000) 000-0000. Our website address is xxx.xxxxx.xxx. This website address is not intended to purchasers. The names of any underwritersbe an active link, dealersand information on, or agents involved in the sale of accessible through, our securities, their compensation and any overallotment options held by them will be described in the applicable prospectus supplement. For a more complete description of the plan of distribution of these securities, see the section entitled ‘‘Plan of Distribution’’ beginning on page 26 of this prospectus. Investing in our securities involves certain risks. You should carefully consider the risks described in ‘‘Risk Factors’’ in this prospectus and in any prospectus supplement or any document website is not incorporated by reference into this prospectus. This prospectus may and you should not consider any information on, or that can be used to offer or sell any securities unless accompanied by a prospectus supplement. Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense. TABLE OF CONTENTS Page ABOUT THIS PROSPECTUS 1 FORWARD-LOOKING STATEMENTS 2 OUR COMPANY 3 RISK FACTORS 4 USE OF PROCEEDS 5 DESCRIPTION OF THE DEBT SECURITIES 6 LEGAL OWNERSHIP OF DEBT SECURITIES 21 ENFORCEABILITY OF CIVIL LIABILITIES 23 TAXATION 25 PLAN OF DISTRIBUTION 26 LEGAL MATTERS 28 EXPERTS 29 WHERE YOU CAN FIND MORE INFORMATION ABOUT US 30 INCORPORATION OF DOCUMENTS BY REFERENCE 31 ABOUT THIS PROSPECTUS This prospectus is accessed from, our website as part of an automatic shelf registration statement that we filed with the Securities and Exchange Commission, or the SEC, as a ‘‘well-known seasoned issuer’’ as defined in Rule 405 under the Securities Act of 1933, as amended, or the Securities Act. By using an automatic shelf registration statement, we may, at any time and from time to time, offer and sell the debt securities described in this prospectus in one or more offerings. This prospectus provides you with a general description of the debt securities we may offer. Each time we use this prospectus to offer debt securities, we will provide one or more prospectus supplements that will contain specific information about the offering and the terms of those debt securities. We may also add, update or change information contained in this prospectus by means of a prospectus supplement or by incorporating by reference information that we file or furnish to the SEC. As allowed by the SEC rules, this prospectus and any accompanying prospectus supplement do not contain all of the information included in the registration statement. For further information, we refer you to the registration statement, including its exhibits. Statements contained in this prospectus or any accompanying prospectus supplement about the provisions or contents of any agreement or other document are not necessarily complete. If the SEC’s rules and regulations require that an agreement or document be filed as an exhibit to the registration statement, please see that agreement or document for a complete description of these matters. We are not making an offer to sell the securities in any jurisdiction where the offer or sale is not permitted. You should carefully read this document and any applicable prospectus supplement and the related exhibits to the registration statement filed with the SEC. You should also read the documents we have referred you to under ‘‘Where You Can Find More Information About Us’’ and ‘‘Incorporation of Documents by Reference’’ below for information on our company, the risks we face and our financial statements. The registration statement and exhibits can be read at the SEC’s website or at the SEC as described under ‘‘Where You Can Find More Information About Ussupplement.’’ Unless otherwise indicated or unless the context otherwise requires, references in this prospectus to: • ‘‘Ant Group’’ are to Ant Group Co., Ltd. (formerly known as Ant Financial), a company organized under the laws of the PRC on October 19, 2000 and, as context requires, its consolidated subsidiaries; we hold 33% of the equity interest in Ant Group; • ‘‘China’’ and the ‘‘PRC’’ are to the People’s Republic of China; • ‘‘Hong Kong Stock Exchange’’ are to The Stock Exchange of Hong Kong Limited; • ‘‘NYSE’’ are to the New York Stock Exchange; • ‘‘variable interest entities’’ are to our variable interest entities that are 100% owned by PRC citizens or by PRC entities owned by PRC citizens, where applicable, that hold the Internet content provider licenses, or ICP licenses, or other business operation licenses or approvals, and generally operate the various websites for our Internet businesses or other businesses in which foreign investment is restricted or prohibited, and are consolidated into our consolidated financial statements in accordance with U.S. GAAP as if they were our wholly-owned subsidiaries; • ‘‘we,’’ ‘‘us,’’ ‘‘our company’’ and ‘‘our’’ are to Alibaba Group Holding Limited and its consolidated subsidiaries and its affiliated consolidated entities, including its variable interest entities and their subsidiaries; and • ‘‘US$,’’ ‘‘dollars’’ and ‘‘U.S. dollars’’ are to the legal currency of the United States. All discrepancies in any table between the amounts identified as total amounts and the sum of the amounts listed therein are due to rounding. References in any prospectus supplement to ‘‘the accompanying prospectus’’ are to this prospectus and to ‘‘the prospectus’’ are to this prospectus and the applicable prospectus supplement taken together.

Incorporation of Documents by Reference. The SEC allows us to ‘‘“incorporate by reference’’ the ” information from other documents that we file with or furnish to the SECfile, which means that we can disclose important information to you in this prospectus by referring you to those documents that are considered part of the accompanying prospectusdocuments. Information that we file with or furnish to the SEC in the future and incorporate by reference will automatically update and supersede the previously filed information. See also ‘‘Incorporation of Certain Documents by Reference’’ in the accompanying prospectus for more information. All of the documents incorporated by reference are available at xxx.xxx.xxx under Alibaba Group Holding Limited, CIK number 0001577552. Each document The information incorporated by reference is current only as considered to be part of the date of such documentthis prospectus and will automatically add to, and the incorporation by reference of such documents shall not create any implication that there has been no change in our affairs since the date thereof or that update and, if applicable, supersede the information contained therein is current as of any time subsequent to its datein this prospectus. We incorporate by reference in this prospectus the documents listed below: • our annual report Annual Report on Form 2010-F K for the fiscal year ended March December 31, 20202012, originally filed with the SEC on July 9March 15, 2020 (File No. 001-36614) (the ‘‘2020 Form 20-F’’), as updated by our current report on Form 6-K originally furnished to the SEC on February 2, 2021 (Exhibit 99.1 and Exhibit 99.2 to the said report supersede Part I, Item 5. Operating and Financial Review and Prospects — A. Operating Results and Part III, Item 18. Financial Statements of the 2020 Form 20-F, respectively, which is incorporated by reference in the accompanying prospectus)2013; • our current report on Form 6-K originally furnished to the SEC on February 2, 2021, including Exhibit 99.1 titled ‘‘Updated Part I, Item 5. Operating and Financial Review and Prospects — A. Operating Results, from the Company’s Annual Quarterly Report on Form 2010-F Q for the year quarter ended March 31, 20202013, as filed with the Securities and Exchange Commission on July 9May 8, 2020,’’ and Exhibit 99.2 titled ‘‘Updated Part III, Item 18. Financial Statements, from the Company’s Annual 2013; • our Quarterly Report on Form 2010-F Q for the year quarter ended March 31June 30, 20202013, as filed with the Securities and Exchange Commission on July 9August 7, 2020,’’ which is incorporated by reference in the accompanying prospectus2013; • our current report Quarterly Report on Form 610-K originally furnished to the SEC on February 2, 2021, including Exhibit 99.1 titled ‘‘Operating and Financial Review and Prospects Q for the six months quarter ended September 30, 2020’’ and Exhibit 99.2 titled ‘‘Unaudited Condensed Consolidated Financial Statements for the six months ended September 302013, 2019 and 2020,’’ which is incorporated by reference in the accompanying prospectusfiled on November 6, 2013; • our current report Current Reports on Form 68-K originally furnished to the SEC filed on February 2January 23, 20212013, including Exhibit 99.1 titled ‘‘Updated Information Relating to Alibaba Group’’ March 5, 2013, March 18, 2013, June 6, 2013, June 28, 2013, August 14, 2013, November 14, 2013 and Exhibit 99.2 titled ‘‘Updated Risk Factors,’’ that is identified as being incorporated herein is incorporated by reference hereinNovember 26, 2013; • any future our Definitive Proxy Statement on Schedule 14A for the 2013 annual reports meeting of stockholders filed on April 17, 2013; • the description of our common stock contained in our Registration Statement on Form 208-F A filed with on April 6, 2006; and • all filings that we make pursuant to Sections 13(a), 13(c), 14 or 15(d) of the SEC Exchange Act after the date of the filing of the registration statement on Form S-3 of which this prospectus supplement is a part and prior to the termination of the offering of the securities offered by this prospectus supplement; and • any future current reports on Form 6-K that we furnish to the SEC after the date of this prospectus supplement that are identified in such reports as being incorporated by reference in this prospectus supplement. As you read the documents incorporated by reference, you may find inconsistencies in information from one document to another. If you find inconsistencies, you should rely on the statements made in the most recent document. Copies of all documents incorporated by reference in this prospectus supplement and the accompanying prospectus, other than exhibits to those documents unless such exhibits are specially incorporated by reference in this prospectus supplement and the accompanying prospectus, will be provided at no cost to each person, including any beneficial owner of the Notes, to whom a copy of this prospectus supplement is delivered, on the written or oral request of that person made to: Alibaba Group Holding Limited 26/F Tower One, Times Square 0 Xxxxxxxx Xxxxxx Causeway Bay Hong Kong Telephone: +000 0000-0000 Fax: +000 0000-0000 PROSPECTUS Alibaba Group Holding Limited Debt Securities We may offer and sell debt securities from time to time. We will provide the specific terms completion of any offering and the offered of securities under this prospectus (except, in one or more supplements to this prospectus. Any prospectus supplement may also addeach case, update or change for information contained in this prospectus. You should carefully read this prospectus any such filing that is furnished and not “filed” under the applicable prospectus supplement as well as the documents incorporated or Exchange Act), which filings will be deemed to be incorporated by reference in this prospectus before you purchase any and to be a part hereof from the respective dates of such filings. The SEC file number for each of the securities offered herebydocuments listed above is 000-51173. These securities may be offered and sold in We will provide without charge to each person, including any beneficial owner, to whom a copy of this prospectus is delivered, upon the same offering or in separate offerings; to or through underwriters, dealers, and agents; or directly to purchasers. The names request of any underwriterssuch person, dealers, a copy of any or agents involved in the sale of our securities, their compensation and any overallotment options held by them will be described in the applicable prospectus supplement. For a more complete description all of the plan information incorporated herein by reference (exclusive of distribution of these securitiesexhibits to such documents, see unless such exhibits are specifically incorporated by reference herein). Requests, whether written or oral, for such copies should be directed to Targacept, Inc., 000 Xxxxx Xxxx Xxxxxx, Xxxxx 0000, Xxxxxxx-Xxxxx, Xxxxx Xxxxxxxx 00000, Attn: Chief Financial Officer, (000) 000-0000. To the section entitled ‘‘Plan of Distribution’’ beginning on page 26 of this prospectus. Investing extent that any statements contained in our securities involves certain risks. You should carefully consider the risks described in ‘‘Risk Factors’’ in this prospectus and in any prospectus supplement or any a document incorporated by reference into are modified or superseded by any statements contained in this prospectus, such statements shall not be deemed incorporated in this prospectus. This prospectus may not be used to offer or sell any securities unless accompanied by a prospectus supplement8 $40,000,000 TARGACEPT, INC. Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense. TABLE OF CONTENTS Page ABOUT THIS PROSPECTUS 1 FORWARD-LOOKING STATEMENTS 2 OUR COMPANY 3 RISK FACTORS 4 USE OF PROCEEDS 5 DESCRIPTION OF THE DEBT SECURITIES 6 LEGAL OWNERSHIP OF DEBT SECURITIES 21 ENFORCEABILITY OF CIVIL LIABILITIES 23 TAXATION 25 PLAN OF DISTRIBUTION 26 LEGAL MATTERS 28 EXPERTS 29 WHERE YOU CAN FIND MORE INFORMATION ABOUT US 30 INCORPORATION OF DOCUMENTS BY REFERENCE 31 ABOUT THIS PROSPECTUS This prospectus is part of an automatic shelf registration statement that we filed with the Securities and Exchange Commission, or the SEC, as a ‘‘well-known seasoned issuer’’ as defined in Rule 405 under the Securities Act of 1933, as amended, or the Securities Act. By using an automatic shelf registration statement, we may, at any time and from time to time, offer and sell the debt securities described in this prospectus in one or more offerings. This prospectus provides you with a general description of the debt securities we may offer. Each time we use this prospectus to offer debt securities, we will provide one or more prospectus supplements that will contain specific information about the offering and the terms of those debt securities. We may also add, update or change information contained in this prospectus by means of a prospectus supplement or by incorporating by reference information that we file or furnish to the SEC. As allowed by the SEC rules, this prospectus and any accompanying prospectus supplement do not contain all of the information included in the registration statement. For further information, we refer you to the registration statement, including its exhibits. Statements contained in this prospectus or any prospectus supplement about the provisions or contents of any agreement or other document are not necessarily complete. If the SEC’s rules and regulations require that an agreement or document be filed as an exhibit to the registration statement, please see that agreement or document for a complete description of these matters. We are not making an offer to sell the securities in any jurisdiction where the offer or sale is not permitted. You should carefully read this document and any applicable prospectus supplement and the related exhibits to the registration statement filed with the SEC. You should also read the documents we have referred you to under ‘‘Where You Can Find More Information About Us’’ and ‘‘Incorporation of Documents by Reference’’ below for information on our company, the risks we face and our financial statements. The registration statement and exhibits can be read at the SEC’s website or at the SEC as described under ‘‘Where You Can Find More Information About Us.’’ Unless otherwise indicated or unless the context otherwise requires, references in this prospectus to: • ‘‘Ant Group’’ are to Ant Group Co., Ltd. (formerly known as Ant Financial), a company organized under the laws of the PRC on October 19, 2000 and, as context requires, its consolidated subsidiaries; we hold 33% of the equity interest in Ant Group; • ‘‘China’’ and the ‘‘PRC’’ are to the People’s Republic of China; • ‘‘Hong Kong Stock Exchange’’ are to The Stock Exchange of Hong Kong Limited; • ‘‘NYSE’’ are to the New York Stock Exchange; • ‘‘variable interest entities’’ are to our variable interest entities that are 100% owned by PRC citizens or by PRC entities owned by PRC citizens, where applicable, that hold the Internet content provider licenses, or ICP licenses, or other business operation licenses or approvals, and generally operate the various websites for our Internet businesses or other businesses in which foreign investment is restricted or prohibited, and are consolidated into our consolidated financial statements in accordance with U.S. GAAP as if they were our wholly-owned subsidiaries; • ‘‘we,’’ ‘‘us,’’ ‘‘our company’’ and ‘‘our’’ are to Alibaba Group Holding Limited and its consolidated subsidiaries and its affiliated consolidated entities, including its variable interest entities and their subsidiaries; and • ‘‘US$,’’ ‘‘dollars’’ and ‘‘U.S. dollars’’ are to the legal currency of the United States. All discrepancies in any table between the amounts identified as total amounts and the sum of the amounts listed therein are due to rounding. References in any prospectus supplement to ‘‘the accompanying prospectus’’ are to this prospectus and to ‘‘the prospectus’’ are to this prospectus and the applicable prospectus supplement taken together.COMMON STOCK PROSPECTUS

Incorporation of Documents by Reference. We have filed a registration statement on Form S-3 with the Commission under the Securities Act. This prospectus is part of the registration statement but the registration statement includes and incorporates by reference additional information and exhibits. The SEC allows Commission permits us to ‘‘“incorporate by reference’’ ” the information contained in documents we file with or furnish to the SECCommission, which means that we can disclose important information to you by referring you to those documents rather than by including them in this prospectus. Information that are is incorporated by reference is considered to be part of this prospectus and you should read it with the accompanying same care that you read this prospectus. Information that we file later with or furnish to the SEC in the future and incorporate by reference Commission will automatically update and supersede the previously filed information. See also ‘‘Incorporation of Certain Documents by Reference’’ in the accompanying prospectus for more information. All of the documents information that is either contained, or incorporated by reference are available at xxx.xxx.xxx under Alibaba Group Holding Limitedreference, CIK number 0001577552. Each document incorporated by reference is current only as in this prospectus, and will be considered to be a part of this prospectus from the date of such documentthose documents are filed. We have filed with the Commission, and the incorporation by reference of such documents shall not create any implication that there has been no change in our affairs since the date thereof or that the information contained therein is current as of any time subsequent to its date. We incorporate by reference the documents listed belowin this prospectus: • our annual report Our Annual Report on Form 2010-F K for the fiscal year period ended March December 31, 2020, originally filed with the SEC on July 9April 15, 2020 (File No. 001-36614) (the ‘‘2020 Form 20-F’’), as updated by our current report 2021; • Quarterly Reports on Form 610-K originally furnished to the SEC on February 2, 2021 (Exhibit 99.1 and Exhibit 99.2 to the said report supersede Part I, Item 5. Operating and Financial Review and Prospects — A. Operating Results and Part III, Item 18. Financial Statements of the 2020 Form 20-F, respectively, which is incorporated by reference in the accompanying prospectus); • our current report on Form 6-K originally furnished to the SEC on February 2, 2021, including Exhibit 99.1 titled ‘‘Updated Part I, Item 5. Operating and Financial Review and Prospects — A. Operating Results, from the Company’s Annual Report on Form 20-F Q for the year quarters ended March 31, 20202021 and June 30, as 2021; • Current Reports on Form 8-K filed with the SEC on January 4, 2021, January 19, 2021, January 25, 2021, February 17, 2021, March 5, 2021, June 4, 2021, June 15, 2021, June 23, 2021, July 6, 2021, August 13, 2021 and September 15, 2021; • Our Definitive Proxy Statements filed with the SEC on each of June 7, 2021 and June 16, 2021, and • The description of our common stock contained in our Form 8-A filed with the SEC on January 30, 1997. We also incorporate by reference all additional documents that we file with the Securities and Exchange Commission on July 9under the terms of Sections 13(a), 2020,’’ 13(c), 14 or 15(d) of the Exchange Act that are made after the initial filing date of the registration statement of which this prospectus is a part until the offering of the particular securities covered by a prospectus supplement or term sheet has been completed. We are not, however, incorporating, in each case, any documents or information that we are deemed to furnish and Exhibit 99.2 titled ‘‘Updated Part III, Item 18. Financial Statements, from the Company’s Annual Report on Form 20-F for the year ended March 31, 2020, as filed not file in accordance with the Securities and Exchange Commission on July 9rules. We will provide you, 2020,’’ which is incorporated by reference in the accompanying prospectus; • our current report on Form 6-K originally furnished to the SEC on February 2without charge upon written or oral request, 2021, including Exhibit 99.1 titled ‘‘Operating a copy of any and Financial Review and Prospects for the six months ended September 30, 2020’’ and Exhibit 99.2 titled ‘‘Unaudited Condensed Consolidated Financial Statements for the six months ended September 30, 2019 and 2020,’’ which is incorporated by reference in the accompanying prospectus; • our current report on Form 6-K originally furnished to the SEC on February 2, 2021, including Exhibit 99.1 titled ‘‘Updated Information Relating to Alibaba Group’’ and Exhibit 99.2 titled ‘‘Updated Risk Factors,’’ that is identified as being incorporated herein is incorporated by reference herein; • any future annual reports on Form 20-F filed with the SEC after the date of this prospectus supplement and prior to the termination all of the offering of the securities offered by this prospectus supplement; and • any future current reports on Form 6-K information that we furnish to the SEC after the date of this prospectus supplement that are identified in such reports as being has been incorporated by reference in this prospectus supplement. As you read the documents incorporated by reference, you may find inconsistencies in information from one document to another. If you find inconsistencies, you should rely on the statements made in the most recent document. Copies of all documents incorporated by reference in this prospectus supplement and the accompanying prospectus, other than exhibits to those documents unless such exhibits are specially incorporated by reference in this prospectus supplement and the accompanying prospectus, will be provided at no cost to each person, including any beneficial owner of the Notes, to whom a copy of this prospectus supplement is delivered, on the written or oral request of that person made to: Alibaba Group Holding Limited 26/F Tower One, Times Square 0 Xxxxxxxx Xxxxxx Causeway Bay Hong Kong Telephone: +000 0000-0000 Fax: +000 0000-0000 PROSPECTUS Alibaba Group Holding Limited Debt Securities We may offer and sell debt securities from time to time. We will provide the specific terms of any offering and the offered securities in one or more supplements to has not been delivered with this prospectus. Any prospectus supplement may also addRequests should be directed to Xxxx Global Holdings, update or change information contained in this prospectusInc., 00000 Xxxxxxxx Xxxxxxxxx Xxxxxxx, Xxxxx 000, Xxx Xxxxx, XX 00000; Tel.: (000) 000-0000; Attention: Xx. You should carefully read this prospectus and the applicable prospectus supplement as well as the documents incorporated or deemed Xxxxxx X. (Xxxx) Xxxx III, Executive Chairman. 49 Up to be incorporated by reference in this prospectus before you purchase any $200,000,000 BitNile Holdings, Inc. Shares of the securities offered hereby. These securities may be offered and sold in the same offering or in separate offerings; to or through underwriters, dealers, and agents; or directly to purchasers. The names of any underwriters, dealers, or agents involved in the sale of our securities, their compensation and any overallotment options held by them will be described in the applicable prospectus supplement. For a more complete description of the plan of distribution of these securities, see the section entitled ‘‘Plan of Distribution’’ beginning on page 26 of this prospectus. Investing in our securities involves certain risks. You should carefully consider the risks described in ‘‘Risk Factors’’ in this prospectus and in any prospectus supplement or any document incorporated by reference into this prospectus. This prospectus may not be used to offer or sell any securities unless accompanied by a prospectus supplement. Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense. TABLE OF CONTENTS Page ABOUT THIS Common Stock PROSPECTUS 1 FORWARD-LOOKING STATEMENTS 2 OUR COMPANY 3 RISK FACTORS 4 USE OF PROCEEDS 5 DESCRIPTION OF THE DEBT SECURITIES 6 LEGAL OWNERSHIP OF DEBT SECURITIES 21 ENFORCEABILITY OF CIVIL LIABILITIES 23 TAXATION 25 PLAN OF DISTRIBUTION 26 LEGAL MATTERS 28 EXPERTS 29 WHERE YOU CAN FIND MORE INFORMATION ABOUT US 30 INCORPORATION OF DOCUMENTS BY REFERENCE 31 ABOUT THIS PROSPECTUS This prospectus is part of an automatic shelf registration statement that we filed with the Securities and Exchange Commission, or the SEC, as a ‘‘well-known seasoned issuer’’ as defined in Rule 405 under the Securities Act of 1933, as amended, or the Securities Act. By using an automatic shelf registration statement, we may, at any time and from time to time, offer and sell the debt securities described in this prospectus in one or more offerings. This prospectus provides you with a general description of the debt securities we may offer. Each time we use this prospectus to offer debt securities, we will provide one or more prospectus supplements that will contain specific information about the offering and the terms of those debt securities. We may also add, update or change information contained in this prospectus by means of a prospectus supplement or by incorporating by reference information that we file or furnish to the SEC. As allowed by the SEC rules, this prospectus and any accompanying prospectus supplement do not contain all of the information included in the registration statement. For further information, we refer you to the registration statement, including its exhibits. Statements contained in this prospectus or any prospectus supplement about the provisions or contents of any agreement or other document are not necessarily complete. If the SEC’s rules and regulations require that an agreement or document be filed as an exhibit to the registration statement, please see that agreement or document for a complete description of these matters. We are not making an offer to sell the securities in any jurisdiction where the offer or sale is not permitted. You should carefully read this document and any applicable prospectus supplement and the related exhibits to the registration statement filed with the SEC. You should also read the documents we have referred you to under ‘‘Where You Can Find More Information About Us’’ and ‘‘Incorporation of Documents by Reference’’ below for information on our company, the risks we face and our financial statements. The registration statement and exhibits can be read at the SEC’s website or at the SEC as described under ‘‘Where You Can Find More Information About Us.’’ Unless otherwise indicated or unless the context otherwise requires, references in this prospectus to: • ‘‘Ant Group’’ are to Ant Group Co., Ltd. (formerly known as Ant Financial), a company organized under the laws of the PRC on October 19, 2000 and, as context requires, its consolidated subsidiaries; we hold 33% of the equity interest in Ant Group; • ‘‘China’’ and the ‘‘PRC’’ are to the People’s Republic of China; • ‘‘Hong Kong Stock Exchange’’ are to The Stock Exchange of Hong Kong Limited; • ‘‘NYSE’’ are to the New York Stock Exchange; • ‘‘variable interest entities’’ are to our variable interest entities that are 100% owned by PRC citizens or by PRC entities owned by PRC citizens, where applicable, that hold the Internet content provider licenses, or ICP licenses, or other business operation licenses or approvals, and generally operate the various websites for our Internet businesses or other businesses in which foreign investment is restricted or prohibited, and are consolidated into our consolidated financial statements in accordance with U.S. GAAP as if they were our wholly-owned subsidiaries; • ‘‘we,’’ ‘‘us,’’ ‘‘our company’’ and ‘‘our’’ are to Alibaba Group Holding Limited and its consolidated subsidiaries and its affiliated consolidated entities, including its variable interest entities and their subsidiaries; and • ‘‘US$,’’ ‘‘dollars’’ and ‘‘U.S. dollars’’ are to the legal currency of the United States. All discrepancies in any table between the amounts identified as total amounts and the sum of the amounts listed therein are due to rounding. References in any prospectus supplement to ‘‘the accompanying prospectus’’ are to this prospectus and to ‘‘the prospectus’’ are to this prospectus and the applicable prospectus supplement taken together.SUPPLEMENT

Incorporation of Documents by Reference. The SEC allows us to ‘‘incorporate by reference’’ the information we file with or furnish to the SEC, which . This means that we can disclose important information to you by referring you to those documents that are considered part of the accompanying prospectus. Information that we file with or furnish to the SEC in the future and incorporate by reference will automatically update and supersede the previously filed information. See also ‘‘Incorporation of Certain Documents by Reference’’ in the accompanying prospectus for more information. All of the documents incorporated by reference are available at xxx.xxx.xxx under Alibaba Group Holding Limited, CIK number 0001577552documents. Each document incorporated by reference is current only as of the date of such document, and the incorporation by reference of such documents shall not create any implication that there has been no change in our affairs since the date thereof or that the information contained therein is current as of any time subsequent to its date. The information incorporated by reference is considered to be a part of this prospectus and should be read with the same care. When we update the information contained in documents that have been incorporated by reference by making future filings with or furnishing information to the SEC, the information incorporated by reference in this prospectus is considered to be automatically updated and superseded. In other words, in the case of a conflict or inconsistency between information contained in this prospectus and information incorporated by reference in this prospectus, you should rely on the information contained in the document that was filed or furnished later. We incorporate by reference the documents listed below: • our annual report on Form 20-F for the fiscal year ended March 31, 2020, originally filed with the SEC on July 9, 2020 (File No. 001-36614) (the ‘‘2020 Form 20-F’’), as updated by our current report on Form 6-K originally furnished to the SEC on February 2, 2021 (Exhibit 99.1 and Exhibit 99.2 to the said report supersede Part I, Item 5. Operating and Financial Review and Prospects — A. Operating Results and Part III, Item 18. Financial Statements of the 2020 Form 20-F, respectively, which is incorporated by reference in the accompanying prospectus); • our current report on Form 6-K originally furnished to the SEC on February 2, 2021, including Exhibit 99.1 titled ‘‘Updated Part I, Item 5. Operating and Financial Review and Prospects — A. Operating Results, from the Company’s Annual Report on Form 20-F for the year ended March 31, 2020, as filed with the Securities and Exchange Commission on July 9, 2020,’’ and Exhibit 99.2 titled ‘‘Updated Part III, Item 18. Financial Statements, from the Company’s Annual Report on Form 20-F for the year ended March 31, 2020, as filed with the Securities and Exchange Commission on July 9, 2020,’’ which is incorporated by reference in the accompanying prospectus’’; • our current report on Form 6-K originally furnished to the SEC on February 2, 2021, including Exhibit 99.1 titled ‘‘Operating and Financial Review and Prospects for the six months ended September 30, 2020’’ and Exhibit 99.2 titled ‘‘Unaudited Condensed Consolidated Financial Statements for the six months ended September 30, 2019 and 2020,’’ which is incorporated by reference in the accompanying prospectus; • our current report on Form 6-K originally furnished to the SEC on February 2, 2021, including Exhibit 99.1 titled ‘‘Updated Information Relating to Alibaba Group’’ and Exhibit 99.2 titled ‘‘Updated Risk Factors,’’ that is identified as being incorporated herein is incorporated by reference herein’’; • any future annual reports on Form 20-F filed with the SEC after the date of this prospectus supplement and prior to the termination of the offering of the securities offered by this prospectus supplementprospectus; and • any future current reports on Form 6-K that we furnish to the SEC after the date of this prospectus supplement that are identified in such reports as being incorporated by reference in this prospectus supplement. As you read the documents incorporated by reference, you may find inconsistencies in information from one document to another. If you find inconsistencies, you should rely on the statements made in the most recent documentprospectus. Copies of all documents incorporated by reference in this prospectus supplement and the accompanying prospectus, other than exhibits to those documents unless such exhibits are specially incorporated by reference in this prospectus supplement and the accompanying prospectus, will be provided at no cost to each person, including any beneficial owner of the Notesowner, to whom who receives a copy of this prospectus supplement is delivered, on the written or oral request of that person made to: Alibaba Group Holding Limited 26/F Tower One, Times Square 0 Xxxxxxxx Xxxxxx Causeway Bay Hong Kong Telephone: +000 0000-0000 Fax: +000 0000-0000 PROSPECTUS Alibaba Group Holding Limited Debt Securities We may offer and sell debt securities from time to time. We will provide the specific terms of any offering and the offered securities in one or more supplements to this prospectus. Any prospectus supplement may also add, update or change information contained in this prospectus. You should carefully read this prospectus and the applicable prospectus supplement as well as the documents incorporated or deemed to be incorporated by reference in this prospectus before you purchase any of the securities offered hereby. These securities may be offered and sold in the same offering or in separate offerings; to or through underwriters, dealers, and agents; or directly to purchasers. The names of any underwriters, dealers, or agents involved in the sale of our securities, their compensation and any overallotment options held by them will be described in the applicable prospectus supplement. For a more complete description of the plan of distribution of these securities, see the section entitled ‘‘Plan of Distribution’’ beginning on page 26 of this prospectus. Investing in our securities involves certain risks. You should carefully consider the risks described in ‘‘Risk Factors’’ in this prospectus and in any prospectus supplement or any document incorporated by reference into this prospectus. This prospectus may not be used to offer or sell any securities unless accompanied by a prospectus supplement. Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense. TABLE OF CONTENTS Page ABOUT THIS PROSPECTUS 1 FORWARD-LOOKING STATEMENTS 2 OUR COMPANY 3 RISK FACTORS 4 USE OF PROCEEDS 5 DESCRIPTION OF THE DEBT SECURITIES 6 LEGAL OWNERSHIP OF DEBT SECURITIES 21 ENFORCEABILITY OF CIVIL LIABILITIES 23 TAXATION 25 PLAN OF DISTRIBUTION 26 LEGAL MATTERS 28 EXPERTS 29 WHERE YOU CAN FIND MORE INFORMATION ABOUT US 30 INCORPORATION OF DOCUMENTS BY REFERENCE 31 ABOUT THIS PROSPECTUS This prospectus is part of an automatic shelf registration statement that we filed with the Securities and Exchange Commission, or the SEC, as a ‘‘well-known seasoned issuer’’ as defined in Rule 405 under the Securities Act of 1933, as amended, or the Securities Act. By using an automatic shelf registration statement, we may, at any time and from time to time, offer and sell the debt securities described in this prospectus in one or more offerings. This prospectus provides you with a general description of the debt securities we may offer. Each time we use this prospectus to offer debt securities, we will provide one or more prospectus supplements that will contain specific information about the offering and the terms of those debt securities. We may also add, update or change information contained in this prospectus by means of a prospectus supplement or by incorporating by reference information that we file or furnish to the SEC. As allowed by the SEC rules, this prospectus and any accompanying prospectus supplement do not contain all of the information included in the registration statement. For further information, we refer you to the registration statement, including its exhibits. Statements contained in this prospectus or any prospectus supplement about the provisions or contents of any agreement or other document are not necessarily complete. If the SEC’s rules and regulations require that an agreement or document be filed as an exhibit to the registration statement, please see that agreement or document for a complete description of these matters. We are not making an offer to sell the securities in any jurisdiction where the offer or sale is not permitted. You should carefully read this document and any applicable prospectus supplement and the related exhibits to the registration statement filed with the SEC. You should also read the documents we have referred you to under ‘‘Where You Can Find More Information About Us’’ and ‘‘Incorporation of Documents by Reference’’ below for information on our company, the risks we face and our financial statements. The registration statement and exhibits can be read at the SEC’s website or at the SEC as described under ‘‘Where You Can Find More Information About Us.’’ Unless otherwise indicated or unless the context otherwise requires, references in this prospectus to: • ‘‘Ant Group’’ are to Ant Group Co., Ltd. (formerly known as Ant Financial), a company organized under the laws of the PRC on October 19, 2000 and, as context requires, its consolidated subsidiaries; we hold 33% of the equity interest in Ant Group; • ‘‘China’’ and the ‘‘PRC’’ are to the People’s Republic of China; • ‘‘Hong Kong Stock Exchange’’ are to The Stock Exchange of Hong Kong Limited; • ‘‘NYSE’’ are to the New York Stock Exchange; • ‘‘variable interest entities’’ are to our variable interest entities that are 100% owned by PRC citizens or by PRC entities owned by PRC citizens, where applicable, that hold the Internet content provider licenses, or ICP licenses, or other business operation licenses or approvals, and generally operate the various websites for our Internet businesses or other businesses in which foreign investment is restricted or prohibited, and are consolidated into our consolidated financial statements in accordance with U.S. GAAP as if they were our wholly-owned subsidiaries; • ‘‘we,’’ ‘‘us,’’ ‘‘our company’’ and ‘‘our’’ are to Alibaba Group Holding Limited and its consolidated subsidiaries and its affiliated consolidated entities, including its variable interest entities and their subsidiaries; and • ‘‘US$,’’ ‘‘dollars’’ and ‘‘U.S. dollars’’ are to the legal currency of the United States. All discrepancies in any table between the amounts identified as total amounts and the sum of the amounts listed therein are due to rounding. References in any prospectus supplement to ‘‘the accompanying prospectus’’ are to this prospectus and to ‘‘the prospectus’’ are to this prospectus and the applicable prospectus supplement taken together.0000

Incorporation of Documents by Reference. The SEC Securities and Exchange Commission (“SEC”) allows us Arconic Inc. (“Arconic”) to ‘‘“incorporate by reference’’ ” in this Registration Statement the information we file in the documents that it files with or furnish to the SEC, which means that we Arconic can disclose important information to you by referring you to those documents. The information incorporated by reference in this Registration Statement is considered to be a part of this Registration Statement, and information in documents that are considered part of the accompanying prospectus. Information that we file Arconic files later with or furnish to the SEC in the future and incorporate by reference will automatically update and supersede information contained in documents filed earlier with the previously filed informationSEC or contained in this Registration Statement. See also ‘‘Incorporation of Certain Documents Arconic incorporates by Reference’’ reference in this Registration Statement the accompanying prospectus for more information. All documents listed below and any future filings that it may make with the SEC under Sections 13(a), 13(c), 14 or 15(d) of the documents incorporated by reference are available at xxx.xxx.xxx under Alibaba Group Holding Limited, CIK number 0001577552. Each document incorporated by reference is current only as Securities Exchange Act of 1934 (the “Exchange Act”) after the date of such documentthis Registration Statement and prior to the filing of a post-effective amendment to this Registration Statement which indicates that all securities offered hereby have been sold or which deregisters all securities then remaining unsold, and the incorporation except that Arconic is not incorporating by reference of such documents shall any information that is deemed to have been furnished and not create any implication that there has been no change filed in our affairs since the date thereof or that the information contained therein is current as of any time subsequent to its dateaccordance with SEC rules. We incorporate by reference the documents listed below: • our annual report Xxxxxxx’s Annual Report on Form 2010-F K for the fiscal year ended December 31, 2017; • Arconic’s Quarterly Reports on Form 10-Q for the fiscal quarters ended March 31, 20202018, originally June 30, 2018 and September 30, 2018; • Arconic’s Current Reports on Form 8-K filed with the SEC January 4, 2018, January 8, 2018 (Item 5.02 and Item 9.01 only), January 25, 2018, February 6, 2018, February 16, 2018, March 7, 2018, March 28, 2018, April 18, 2018, May 22, 2018, July 2, 2018, October 1, 2018 (Item 8.01 only), December 6, 2018, February 6, 2019 (Item 5.02 only) and February 15, 2019; and • The description of Arconic’s common stock, par value $1.00 per share contained in Arconic’s Registration Statement on July 9, 2020 Form 8-A/A (File No. 001-36614) (the ‘‘2020 Form 20-F’’001- 03610), as updated by our current filed January 4, 2018, including any amendment or report on Form 6-K originally furnished filed or to be filed for the SEC on February 2purpose of updating such description. Arconic will furnish without charge to you, 2021 (Exhibit 99.1 and Exhibit 99.2 to the said report supersede Part Iupon written or oral request, Item 5. Operating and Financial Review and Prospects — A. Operating Results and Part III, Item 18. Financial Statements a copy of any or all of the 2020 Form 20-Fdocuments described above, respectively, which is incorporated by reference in the accompanying prospectus); • our current report on Form 6-K originally furnished to the SEC on February 2, 2021, including Exhibit 99.1 titled ‘‘Updated Part I, Item 5. Operating and Financial Review and Prospects — A. Operating Results, from the Company’s Annual Report on Form 20-F except for the year ended March 31, 2020, as filed with the Securities and Exchange Commission on July 9, 2020,’’ and Exhibit 99.2 titled ‘‘Updated Part III, Item 18. Financial Statements, from the Company’s Annual Report on Form 20-F for the year ended March 31, 2020, as filed with the Securities and Exchange Commission on July 9, 2020,’’ which is incorporated by reference in the accompanying prospectus; • our current report on Form 6-K originally furnished to the SEC on February 2, 2021, including Exhibit 99.1 titled ‘‘Operating and Financial Review and Prospects for the six months ended September 30, 2020’’ and Exhibit 99.2 titled ‘‘Unaudited Condensed Consolidated Financial Statements for the six months ended September 30, 2019 and 2020,’’ which is incorporated by reference in the accompanying prospectus; • our current report on Form 6-K originally furnished to the SEC on February 2, 2021, including Exhibit 99.1 titled ‘‘Updated Information Relating to Alibaba Group’’ and Exhibit 99.2 titled ‘‘Updated Risk Factors,’’ that is identified as being incorporated herein is incorporated by reference herein; • any future annual reports on Form 20-F filed with the SEC after the date of this prospectus supplement and prior to the termination of the offering of the securities offered by this prospectus supplement; and • any future current reports on Form 6-K that we furnish to the SEC after the date of this prospectus supplement that are identified in such reports as being incorporated by reference in this prospectus supplement. As you read the documents incorporated by reference, you may find inconsistencies in information from one document to another. If you find inconsistencies, you should rely on the statements made in the most recent document. Copies of all documents incorporated by reference in this prospectus supplement and the accompanying prospectus, other than exhibits to those documents documents, unless such the exhibits are specially incorporated by reference in this prospectus supplement and the accompanying prospectus, will be provided at no cost to each person, including any beneficial owner of the Notes, to whom a copy of this prospectus supplement is delivered, on the written or oral request of that person made to: Alibaba Group Holding Limited 26/F Tower One, Times Square 0 Xxxxxxxx Xxxxxx Causeway Bay Hong Kong Telephone: +000 0000-0000 Fax: +000 0000-0000 PROSPECTUS Alibaba Group Holding Limited Debt Securities We may offer and sell debt securities from time to time. We will provide the specific terms of any offering and the offered securities in one or more supplements to this prospectus. Any prospectus supplement may also add, update or change information contained in this prospectus. You should carefully read this prospectus and the applicable prospectus supplement as well as the documents incorporated or deemed to be incorporated by reference in this prospectus before you purchase any of the securities offered hereby. These securities may be offered and sold in the same offering or in separate offerings; to or through underwriters, dealers, and agents; or directly to purchasers. The names of any underwriters, dealers, or agents involved in the sale of our securities, their compensation and any overallotment options held by them will be described in the applicable prospectus supplement. For a more complete description of the plan of distribution of these securities, see the section entitled ‘‘Plan of Distribution’’ beginning on page 26 of this prospectus. Investing in our securities involves certain risks. You should carefully consider the risks described in ‘‘Risk Factors’’ in this prospectus and in any prospectus supplement or any document specifically incorporated by reference into this prospectusthose documents. This prospectus may not Requests for copies should be used to offer or sell any securities unless accompanied by a prospectus supplement. Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense. TABLE OF CONTENTS Page ABOUT THIS PROSPECTUS 1 FORWARD-LOOKING STATEMENTS 2 OUR COMPANY 3 RISK FACTORS 4 USE OF PROCEEDS 5 DESCRIPTION OF THE DEBT SECURITIES 6 LEGAL OWNERSHIP OF DEBT SECURITIES 21 ENFORCEABILITY OF CIVIL LIABILITIES 23 TAXATION 25 PLAN OF DISTRIBUTION 26 LEGAL MATTERS 28 EXPERTS 29 WHERE YOU CAN FIND MORE INFORMATION ABOUT US 30 INCORPORATION OF DOCUMENTS BY REFERENCE 31 ABOUT THIS PROSPECTUS This prospectus is part of an automatic shelf registration statement that we filed with the Securities and Exchange Commission, or the SEC, as a ‘‘well-known seasoned issuer’’ as defined in Rule 405 under the Securities Act of 1933, as amended, or the Securities Act. By using an automatic shelf registration statement, we may, at any time and from time to time, offer and sell the debt securities described in this prospectus in one or more offerings. This prospectus provides you with a general description of the debt securities we may offer. Each time we use this prospectus to offer debt securities, we will provide one or more prospectus supplements that will contain specific information about the offering and the terms of those debt securities. We may also add, update or change information contained in this prospectus by means of a prospectus supplement or by incorporating by reference information that we file or furnish to the SEC. As allowed by the SEC rules, this prospectus and any accompanying prospectus supplement do not contain all of the information included in the registration statement. For further information, we refer you to the registration statement, including its exhibits. Statements contained in this prospectus or any prospectus supplement about the provisions or contents of any agreement or other document are not necessarily complete. If the SEC’s rules and regulations require that an agreement or document be filed as an exhibit to the registration statement, please see that agreement or document for a complete description of these matters. We are not making an offer to sell the securities in any jurisdiction where the offer or sale is not permitted. You should carefully read this document and any applicable prospectus supplement and the related exhibits to the registration statement filed with the SEC. You should also read the documents we have referred you to under ‘‘Where You Can Find More Information About Us’’ and ‘‘Incorporation of Documents by Reference’’ below for information on our company, the risks we face and our financial statements. The registration statement and exhibits can be read at the SEC’s website or at the SEC as described under ‘‘Where You Can Find More Information About Us.’’ Unless otherwise indicated or unless the context otherwise requires, references in this prospectus addressed to: • ‘‘Ant Group’’ are to Ant Group Co.Arconic Inc. Attention: Investor Relations 000 Xxxx Xxxxxx New York, Ltd. (formerly known as Ant Financial), a company organized under the laws of the PRC on October 19, 2000 and, as context requires, its consolidated subsidiaries; we hold 33% of the equity interest in Ant Group; • ‘‘China’’ and the ‘‘PRC’’ are to the People’s Republic of China; • ‘‘Hong Kong Stock Exchange’’ are to The Stock Exchange of Hong Kong Limited; • ‘‘NYSE’’ are to the New York Stock Exchange; • ‘‘variable interest entities’’ are to our variable interest entities that are 100% owned by PRC citizens or by PRC entities owned by PRC citizens, where applicable, that hold the Internet content provider licenses, or ICP licenses, or other business operation licenses or approvals, and generally operate the various websites for our Internet businesses or other businesses in which foreign investment is restricted or prohibited, and are consolidated into our consolidated financial statements in accordance with U.S. GAAP as if they were our wholly00000-owned subsidiaries; • ‘‘we,’’ ‘‘us,’’ ‘‘our company’’ and ‘‘our’’ are to Alibaba Group Holding Limited and its consolidated subsidiaries and its affiliated consolidated entities, including its variable interest entities and their subsidiaries; and • ‘‘US$,’’ ‘‘dollars’’ and ‘‘U.S. dollars’’ are to the legal currency 0000 Telephone: (000) 000-0000 Item 4. Description of the United StatesSecurities. All discrepancies in any table between the amounts identified as total amounts and the sum of the amounts listed therein are due to rounding. References in any prospectus supplement to ‘‘the accompanying prospectus’’ are to this prospectus and to ‘‘the prospectus’’ are to this prospectus and the applicable prospectus supplement taken togetherNot Applicable.

Incorporation of Documents by Reference. The SEC allows us to ‘‘“incorporate by reference’’ the ” information that we file with or furnish them. Incorporation by reference allows us to the SEC, which means that we can disclose important information to you by referring you to those documents that are considered other documents. The information incorporated by reference is an important part of the accompanying this prospectus. Information , and information that we file later with or furnish to the SEC in the future and incorporate by reference will automatically update and supersede the previously filed this information. See also ‘‘Incorporation of Certain Documents by Reference’’ We filed a registration statement on Form S-3 under the Securities Act with the SEC with respect to the securities we may offer pursuant to this prospectus. This prospectus omits certain information contained in the accompanying registration statement, as permitted by the SEC. You should refer to the registration statement, including the exhibits, for further information about us and the securities we may offer pursuant to this prospectus. Statements in this prospectus for more informationregarding the provisions of certain documents filed with, or incorporated by reference in, the registration statement are not necessarily complete and each statement is qualified in all respects by that reference. All Copies of all or any part of the registration statement, including the documents incorporated by reference or the exhibits, are available at xxx.xxx.xxx under Alibaba Group Holding Limited, CIK number 0001577552the SEC’s web site at xxxx://xxx.xxx.xxx. Each document incorporated The documents we are incorporating by reference is current only as of the date of such document, and the incorporation by reference of such documents shall not create any implication that there has been no change in our affairs since the date thereof or that the information contained therein is current as of any time subsequent to its date. We incorporate by reference the documents listed beloware: • our annual report Annual Report on Form 2010-F K for the fiscal year ended March December 31, 2020, originally 2021 that we filed with the SEC on July 9March 1, 2020 (File No. 001-36614) (the ‘‘2020 Form 20-F’’), as updated by our current report on Form 6-K originally furnished to the SEC on February 2, 2021 (Exhibit 99.1 and Exhibit 99.2 to the said report supersede Part I, Item 5. Operating and Financial Review and Prospects — A. Operating Results and Part III, Item 18. Financial Statements of the 2020 Form 20-F, respectively, which is incorporated by reference in the accompanying prospectus)2022; • our current report Quarterly Reports on Form 610-K originally furnished to the SEC on February 2, 2021, including Exhibit 99.1 titled ‘‘Updated Part I, Item 5. Operating and Financial Review and Prospects — A. Operating Results, from the Company’s Annual Report on Form 20-F Q for the year quarters ended March 31, 2020, as filed with the Securities 2022 and Exchange Commission on July 9, 2020,’’ and Exhibit 99.2 titled ‘‘Updated Part III, Item 18. Financial Statements, from the Company’s Annual Report on Form 20-F for the year ended March 31, 2020, as filed with the Securities and Exchange Commission on July 9, 2020,’’ which is incorporated by reference in the accompanying prospectus; • our current report on Form 6-K originally furnished to the SEC on February 2, 2021, including Exhibit 99.1 titled ‘‘Operating and Financial Review and Prospects for the six months ended September June 30, 2020’’ and Exhibit 99.2 titled ‘‘Unaudited Condensed Consolidated Financial Statements for the six months ended September 30, 2019 and 2020,’’ which is incorporated by reference in the accompanying prospectus; • our current report on Form 6-K originally furnished to the SEC on February 2, 2021, including Exhibit 99.1 titled ‘‘Updated Information Relating to Alibaba Group’’ and Exhibit 99.2 titled ‘‘Updated Risk Factors,’’ 2022 that is identified as being incorporated herein is incorporated by reference herein; • any future annual reports on Form 20-F we filed with the SEC on May 16, 2022 and August 15, 2022, respectively; • the portions of our definitive proxy statement on Schedule 14A that we filed with the SEC on April 21, 2022 that are deemed “filed” with the SEC under the Exchange Act; • our Current Reports on Form 8-K that we filed with the SEC on January 5, 2022 (as amended by the Form 8-K/A that we filed with the SEC on January 5, 2022), June 17, 2022, July 29, 2022 and August 10, 2022 (in each case, except for the information furnished under Items 2.02 or 7.01 and the exhibits furnished thereto); • the description of our common stock contained in our Registration Statement on Form 8-A filed with the SEC on May 8, 2007, including any amendment or report filed for the purpose of updating such description; and • all reports and other documents subsequently filed by us pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act after the date of this prospectus supplement and prior to the termination or completion of the offering of the securities offered by under this prospectus supplement; and • any future current reports on Form 6-K that we furnish to the SEC after the date of this prospectus supplement that are identified in such reports as being incorporated by reference in this prospectus supplement. As you read the documents incorporated by reference, you may find inconsistencies in information from one document to another. If you find inconsistencies, you should rely on the statements made in the most recent document. Copies of all documents incorporated by reference in this prospectus supplement and the accompanying prospectus, other than exhibits to those documents unless such exhibits are specially incorporated by reference in this prospectus supplement and the accompanying prospectus, will shall be provided at no cost to each person, including any beneficial owner of the Notes, to whom a copy of this prospectus supplement is delivered, on the written or oral request of that person made to: Alibaba Group Holding Limited 26/F Tower One, Times Square 0 Xxxxxxxx Xxxxxx Causeway Bay Hong Kong Telephone: +000 0000-0000 Fax: +000 0000-0000 PROSPECTUS Alibaba Group Holding Limited Debt Securities We may offer and sell debt securities from time to time. We will provide the specific terms of any offering and the offered securities in one or more supplements to this prospectus. Any prospectus supplement may also add, update or change information contained in this prospectus. You should carefully read this prospectus and the applicable prospectus supplement as well as the documents incorporated or deemed to be incorporated by reference in this prospectus before you purchase any and to be a part hereof from the date of filing such reports and other documents. The SEC file number for each of the securities offered herebydocuments listed above is 001-33451. These securities may be offered In addition, all reports and sold in other documents filed by us pursuant to the same offering or in separate offerings; to or through underwriters, dealers, and agents; or directly to purchasers. The names of any underwriters, dealers, or agents involved in Exchange Act after the sale of our securities, their compensation and any overallotment options held by them will be described in the applicable prospectus supplement. For a more complete description date of the plan registration statement of distribution of these securities, see the section entitled ‘‘Plan of Distribution’’ beginning on page 26 of this prospectus. Investing in our securities involves certain risks. You should carefully consider the risks described in ‘‘Risk Factors’’ in which this prospectus is a part and in any prospectus supplement or any document prior to effectiveness of the registration statement shall be deemed to be incorporated by reference into this prospectus. This prospectus may not be used to offer or sell any securities unless accompanied by a prospectus supplement. Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense. TABLE OF CONTENTS Page ABOUT THIS PROSPECTUS 1 FORWARD-LOOKING STATEMENTS 2 OUR COMPANY 3 RISK FACTORS 4 USE OF PROCEEDS 5 DESCRIPTION OF THE DEBT SECURITIES 6 LEGAL OWNERSHIP OF DEBT SECURITIES 21 ENFORCEABILITY OF CIVIL LIABILITIES 23 TAXATION 25 PLAN OF DISTRIBUTION 26 LEGAL MATTERS 28 EXPERTS 29 WHERE YOU CAN FIND MORE INFORMATION ABOUT US 30 INCORPORATION OF DOCUMENTS BY REFERENCE 31 ABOUT THIS PROSPECTUS This prospectus is part of an automatic shelf registration statement that we filed with the Securities and Exchange Commission, or the SEC, as a ‘‘well-known seasoned issuer’’ as defined in Rule 405 under the Securities Act of 1933, as amended, or the Securities Act. By using an automatic shelf registration statement, we may, at any time and from time to time, offer and sell the debt securities described in this prospectus in one or more offerings. This prospectus provides you with a general description of the debt securities we may offer. Each time we use this prospectus to offer debt securities, we will provide one or more prospectus supplements that will contain specific information about the offering and the terms of those debt securities. We may also add, update or change information contained in this prospectus by means of or in a prospectus supplement document incorporated or by incorporating deemed to be incorporated by reference information that we file into this prospectus will be deemed to be modified or furnish superseded for purposes of this prospectus to the SEC. As allowed by the SEC rules, this prospectus and any accompanying prospectus supplement do not contain all of the information included in the registration statement. For further information, we refer you to the registration statement, including its exhibits. Statements extent that a statement contained in this prospectus or any other subsequently filed document that is deemed to be incorporated by reference into this prospectus supplement about modifies or supersedes the provisions statement. Any statement so modified or contents superseded will not be deemed, except as so modified or superseded, to constitute a part of this prospectus. You may request, orally or in writing, a copy of any agreement or other document are all of the documents incorporated herein by reference. These documents will be provided to you at no cost, by contacting: Albireo Pharma, Inc. 00 Xxxxx Xxxxxx, 00xx Xxxxx Xxxxxx, Xxxxxxxxxxxxx 00000 (000) 000-0000 You may also access these documents on our website, xxxx://xxx.xxxxxxxxxxxxx.xxx. The information contained on, or that can be accessed through, our website is not necessarily completea part of this prospectus. If the SEC’s rules and regulations require that an agreement or document be filed We have included our website address in this prospectus solely as an exhibit inactive textual reference. You should rely only on information contained in, or incorporated by reference into, this prospectus and any prospectus supplement. We have not authorized anyone to the registration statement, please see provide you with information different from that agreement contained in this prospectus or document for a complete description of these mattersincorporated by reference in this prospectus. We are not making an offer offers to sell the securities in any jurisdiction where the in which such an offer or sale solicitation is not permitted. You should carefully read this document and any applicable prospectus supplement and the related exhibits to the registration statement filed with the SEC. You should also read the documents we have referred you to under ‘‘Where You Can Find More Information About Us’’ and ‘‘Incorporation of Documents by Reference’’ below for information on our company, the risks we face and our financial statements. The registration statement and exhibits can be read at the SEC’s website authorized or at the SEC as described under ‘‘Where You Can Find More Information About Us.’’ Unless otherwise indicated or unless the context otherwise requires, references in this prospectus to: • ‘‘Ant Group’’ are to Ant Group Co., Ltd. (formerly known as Ant Financial), a company organized under the laws of the PRC on October 19, 2000 and, as context requires, its consolidated subsidiaries; we hold 33% of the equity interest in Ant Group; • ‘‘China’’ and the ‘‘PRC’’ are to the People’s Republic of China; • ‘‘Hong Kong Stock Exchange’’ are to The Stock Exchange of Hong Kong Limited; • ‘‘NYSE’’ are to the New York Stock Exchange; • ‘‘variable interest entities’’ are to our variable interest entities that are 100% owned by PRC citizens or by PRC entities owned by PRC citizens, where applicable, that hold the Internet content provider licenses, or ICP licenses, or other business operation licenses or approvals, and generally operate the various websites for our Internet businesses or other businesses in which foreign investment the person making such offer or solicitation is restricted not qualified to do so or prohibitedto anyone to whom it is unlawful to make such offer or solicitation. Albireo Pharma, and are consolidated into our consolidated financial statements in accordance with U.S. GAAP as if they were our wholly-owned subsidiaries; • ‘‘we,’’ ‘‘us,’’ ‘‘our company’’ and ‘‘our’’ are to Alibaba Group Holding Limited and its consolidated subsidiaries and its affiliated consolidated entities, including its variable interest entities and their subsidiaries; and • ‘‘US$,’’ ‘‘dollars’’ and ‘‘U.S. dollars’’ are to the legal currency of the United States. All discrepancies in any table between the amounts identified as total amounts and the sum of the amounts listed therein are due to rounding. References in any prospectus supplement to ‘‘the accompanying prospectus’’ are to this prospectus and to ‘‘the prospectus’’ are to this prospectus and the applicable prospectus supplement taken together.Inc. $100,000,000 Common Stock PROSPECTUS Cowen

Incorporation of Documents by Reference. The SEC allows us to ‘‘“incorporate by reference’’ the ” information we file with or furnish into this prospectus. Incorporation by reference allows us to the SEC, which means that we can disclose important information to you by referring you to those documents that are considered other documents. The information incorporated by reference is an important part of the accompanying this prospectus. Information , and information that we file later with or furnish to the SEC in the future and incorporate by reference will automatically update and supersede the this information. Any statement contained in a previously filed information. See also ‘‘Incorporation of Certain Documents by Reference’’ in the accompanying prospectus for more information. All of the documents incorporated by reference are available at xxx.xxx.xxx under Alibaba Group Holding Limited, CIK number 0001577552. Each document incorporated by reference is current only as will be deemed to be modified or superseded for purposes of this prospectus to the date of such document, extent that a statement contained in this prospectus modifies or replaces that statement. This prospectus and the incorporation by reference of such documents shall not create any implication that there has been no change in our affairs since the date thereof or that the information contained therein is current as of any time subsequent to its date. We accompanying prospectus supplement incorporate by reference the documents listed belowset forth below that have previously been filed with the SEC: • our annual report Our Annual Report on Form F orm 20-F for the fiscal year ended March 31September 30, 20202018, originally filed with the SEC on July 9November 23, 2020 2018; • Our Transition Report on F orm 20-F for the transition period from October 1, 2018 to December 31, 2018, filed with the SEC on February 25, 2019; • Our Report on Form 6-K furnished to the SEC on D ecember 4, 2018, including exhibits 99.1 and 99.2 thereto, our Report on Form 6-K furnished to the SEC on M arch 27, 2019, including exhibit 99.1 thereto, our Report on Form 6-K furnished to the SEC on A pril 2, 2019, including exhibit 99.1 thereto, and our Report on Form 6-K furnished to the SEC on M thereto; and ay 14, 2019, including exhibits 99.1 and 99.2 • The description of our ordinary shares and ADSs contained in our Registration Statement on F orm 8-A, as filed with the SEC under Section 12(b) of the Exchange Act on June 19, 2018, including any amendment or report filed for the purpose of updating such description (File No. 001-36614) (the ‘‘2020 Form 20-F’’38547), as updated by our current report on Form 6-K originally furnished to the SEC on February 2, 2021 (Exhibit 99.1 and Exhibit 99.2 to the said report supersede Part I, Item 5. Operating and Financial Review and Prospects — A. Operating Results and Part III, Item 18. Financial Statements of the 2020 Form 20-F, respectively, which is incorporated We are also incorporating by reference in the accompanying prospectus); • our current report on Form 6-K originally furnished to the SEC on February 2, 2021, including Exhibit 99.1 titled ‘‘Updated Part I, Item 5. Operating and Financial Review and Prospects — A. Operating Results, from the Company’s all subsequent Annual Report Reports on Form 20-F for the year ended March 31, 2020, as filed with the Securities and Exchange Commission on July 9, 2020,’’ and Exhibit 99.2 titled ‘‘Updated Part III, Item 18. Financial Statements, from the Company’s Annual Report on Form 20-F for the year ended March 31, 2020, as filed with the Securities and Exchange Commission on July 9, 2020,’’ which is incorporated by reference in the accompanying prospectus; • our current report on Form 6-K originally furnished to the SEC on February 2, 2021, including Exhibit 99.1 titled ‘‘Operating and Financial Review and Prospects for the six months ended September 30, 2020’’ and Exhibit 99.2 titled ‘‘Unaudited Condensed Consolidated Financial Statements for the six months ended September 30, 2019 and 2020,’’ which is incorporated by reference in the accompanying prospectus; • our current report on Form 6-K originally furnished to the SEC on February 2, 2021, including Exhibit 99.1 titled ‘‘Updated Information Relating to Alibaba Group’’ and Exhibit 99.2 titled ‘‘Updated Risk Factors,’’ that is identified as being incorporated herein is incorporated by reference herein; • any future annual reports on Form 20-F filed we file with the SEC after the date of this prospectus supplement and prior to the termination of the offering of the securities offered by this prospectus supplement; and • any future current certain reports on Form 6-K that we furnish to the SEC after the date of this prospectus supplement (if they state that they are identified in such reports as being incorporated by reference in into this prospectus supplementprospectus) prior to the termination of the offering of securities under this Registration Statement. As you read the documents incorporated by reference, you may find inconsistencies in information from one document to another. If you find inconsistenciesIn all cases, you should rely on the statements made later information over different information included in this prospectus or any accompanying prospectus supplement. Unless expressly incorporated by reference, nothing in this prospectus shall be deemed to incorporate by reference information furnished to, but not filed with, the most recent documentSEC. Copies of all documents incorporated by reference in this prospectus supplement and the accompanying prospectus, other than exhibits to those documents unless such exhibits are specially specifically incorporated by reference in this prospectus supplement and the accompanying prospectus, will be provided at no cost to each person, including any beneficial owner of the Notesowner, to whom who receives a copy of this prospectus supplement is delivered, on the written or oral request of that person made to: Alibaba Group Holding Limited 26/F Tower OneAutolus Therapeutics plc 00 Xxxx Xxxx White City London W12 7RZ United Kingdom +00 00 00000000 You may also access these documents on our website, Times Square 0 Xxxxxxxx Xxxxxx Causeway Bay Hong Kong Telephone: +000 0000-0000 Fax: +000 0000-0000 PROSPECTUS Alibaba Group Holding Limited Debt Securities We may offer and sell debt securities from time to timexxx.xxxxxxx.xxx. We will provide the specific terms The information contained on, or that can be accessed through, our website is not a part of any offering and the offered securities in one or more supplements to this prospectus. Any We have included our website address in this prospectus supplement may also addsolely as an inactive textual reference. You should rely only on information contained in, update or change incorporated by reference into, this prospectus. We have not authorized anyone to provide you with information different from that contained in this prospectus. You should carefully read this prospectus and the applicable prospectus supplement as well as the documents incorporated or deemed to be incorporated by reference in this prospectus before you purchase any of the securities offered hereby. These securities may be offered and sold in the same offering or in separate offerings; to or through underwriters, dealers, and agents; or directly to purchasers. The names of any underwriters, dealers, or agents involved in the sale of our securities, their compensation and any overallotment options held by them will be described in the applicable prospectus supplement. For a more complete description of the plan of distribution of these securities, see the section entitled ‘‘Plan of Distribution’’ beginning on page 26 of this prospectus. Investing in our securities involves certain risks. You should carefully consider the risks described in ‘‘Risk Factors’’ in this prospectus and in any prospectus supplement or any document incorporated by reference into this prospectus. This prospectus may not be used to offer or sell any securities unless accompanied by a prospectus supplement. Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense. TABLE OF CONTENTS Page ABOUT THIS PROSPECTUS 1 FORWARD-LOOKING STATEMENTS 2 OUR COMPANY 3 RISK FACTORS 4 USE OF PROCEEDS 5 DESCRIPTION OF THE DEBT SECURITIES 6 LEGAL OWNERSHIP OF DEBT SECURITIES 21 ENFORCEABILITY OF CIVIL LIABILITIES 23 TAXATION 25 PLAN OF DISTRIBUTION 26 LEGAL MATTERS 28 EXPERTS 29 WHERE YOU CAN FIND MORE INFORMATION ABOUT US 30 INCORPORATION OF DOCUMENTS BY REFERENCE 31 ABOUT THIS PROSPECTUS This prospectus is part of an automatic shelf registration statement that we filed with the Securities and Exchange Commission, or the SEC, as a ‘‘well-known seasoned issuer’’ as defined in Rule 405 under the Securities Act of 1933, as amended, or the Securities Act. By using an automatic shelf registration statement, we may, at any time and from time to time, offer and sell the debt securities described in this prospectus in one or more offerings. This prospectus provides you with a general description of the debt securities we may offer. Each time we use this prospectus to offer debt securities, we will provide one or more prospectus supplements that will contain specific information about the offering and the terms of those debt securities. We may also add, update or change information contained in this prospectus by means of a prospectus supplement or by incorporating by reference information that we file or furnish to the SEC. As allowed by the SEC rules, this prospectus and any accompanying prospectus supplement do not contain all of the information included in the registration statement. For further information, we refer you to the registration statement, including its exhibits. Statements contained in this prospectus or any prospectus supplement about the provisions or contents of any agreement or other document are not necessarily complete. If the SEC’s rules and regulations require that an agreement or document be filed as an exhibit to the registration statement, please see that agreement or document for a complete description of these matters. We are not making an offer offers to sell the securities in any jurisdiction where the in which such an offer or sale solicitation is not permitted. You should carefully read this document and any applicable prospectus supplement and the related exhibits to the registration statement filed with the SEC. You should also read the documents we have referred you to under ‘‘Where You Can Find More Information About Us’’ and ‘‘Incorporation of Documents by Reference’’ below for information on our company, the risks we face and our financial statements. The registration statement and exhibits can be read at the SEC’s website authorized or at the SEC as described under ‘‘Where You Can Find More Information About Us.’’ Unless otherwise indicated or unless the context otherwise requires, references in this prospectus to: • ‘‘Ant Group’’ are to Ant Group Co., Ltd. (formerly known as Ant Financial), a company organized under the laws of the PRC on October 19, 2000 and, as context requires, its consolidated subsidiaries; we hold 33% of the equity interest in Ant Group; • ‘‘China’’ and the ‘‘PRC’’ are to the People’s Republic of China; • ‘‘Hong Kong Stock Exchange’’ are to The Stock Exchange of Hong Kong Limited; • ‘‘NYSE’’ are to the New York Stock Exchange; • ‘‘variable interest entities’’ are to our variable interest entities that are 100% owned by PRC citizens or by PRC entities owned by PRC citizens, where applicable, that hold the Internet content provider licenses, or ICP licenses, or other business operation licenses or approvals, and generally operate the various websites for our Internet businesses or other businesses in which foreign investment the person making such offer or solicitation is restricted not qualified to do so or prohibited, and are consolidated into our consolidated financial statements in accordance with U.S. GAAP as if they were our wholly-owned subsidiaries; • ‘‘we,’’ ‘‘us,’’ ‘‘our company’’ and ‘‘our’’ are to Alibaba Group Holding Limited and its consolidated subsidiaries and its affiliated consolidated entities, including its variable interest entities and their subsidiaries; and • ‘‘US$,’’ ‘‘dollars’’ and ‘‘U.S. dollars’’ are anyone to the legal currency of the United States. All discrepancies in any table between the amounts identified as total amounts and the sum of the amounts listed therein are due whom it is unlawful to rounding. References in any prospectus supplement to ‘‘the accompanying prospectus’’ are to this prospectus and to ‘‘the prospectus’’ are to this prospectus and the applicable prospectus supplement taken togethermake such offer or solicitation.

Incorporation of Documents by Reference. We have filed a registration statement on Form S-3 with the Securities and Exchange Commission under the Securities Act. This prospectus is part of the registration statement but the registration statement includes and incorporates by reference additional information and exhibits. The SEC allows Securities and Exchange Commission permits us to ‘‘“incorporate by reference’’ ” the information contained in documents we file with or furnish to the SECSecurities and Exchange Commission, which means that we can disclose important information to you by referring you to those documents rather than by including them in this prospectus. Information that are is incorporated by reference is considered to be part of this prospectus and you should read it with the accompanying same care that you read this prospectus. Information that we file later with or furnish to the SEC in the future Securities and incorporate by reference Exchange Commission will automatically update and supersede the previously filed information. See also ‘‘Incorporation of Certain Documents by Reference’’ in the accompanying prospectus for more information. All of the documents incorporated by reference are available at xxx.xxx.xxx under Alibaba Group Holding Limited, CIK number 0001577552. Each document incorporated by reference is current only as of the date of such document, and the incorporation by reference of such documents shall not create any implication that there has been no change in our affairs since the date thereof or that the information contained therein is current as of any time subsequent to its date. We incorporate by reference the documents listed below: • our annual report on Form 20-F for the fiscal year ended March 31, 2020, originally filed with the SEC on July 9, 2020 (File No. 001-36614) (the ‘‘2020 Form 20-F’’), as updated by our current report on Form 6-K originally furnished to the SEC on February 2, 2021 (Exhibit 99.1 and Exhibit 99.2 to the said report supersede Part I, Item 5. Operating and Financial Review and Prospects — A. Operating Results and Part III, Item 18. Financial Statements of the 2020 Form 20-F, respectively, which is incorporated by reference in the accompanying prospectus); • our current report on Form 6-K originally furnished to the SEC on February 2, 2021, including Exhibit 99.1 titled ‘‘Updated Part I, Item 5. Operating and Financial Review and Prospects — A. Operating Results, from the Company’s Annual Report on Form 20-F for the year ended March 31, 2020, as filed with the Securities and Exchange Commission on July 9, 2020,’’ and Exhibit 99.2 titled ‘‘Updated Part III, Item 18. Financial Statements, from the Company’s Annual Report on Form 20-F for the year ended March 31, 2020, as filed with the Securities and Exchange Commission on July 9, 2020,’’ which is incorporated by reference in the accompanying prospectus; • our current report on Form 6-K originally furnished to the SEC on February 2, 2021, including Exhibit 99.1 titled ‘‘Operating and Financial Review and Prospects for the six months ended September 30, 2020’’ and Exhibit 99.2 titled ‘‘Unaudited Condensed Consolidated Financial Statements for the six months ended September 30, 2019 and 2020,’’ which is incorporated by reference in the accompanying prospectus; • our current report on Form 6-K originally furnished to the SEC on February 2, 2021, including Exhibit 99.1 titled ‘‘Updated Information Relating to Alibaba Group’’ and Exhibit 99.2 titled ‘‘Updated Risk Factors,’’ that is identified as being incorporated herein is incorporated by reference herein; • any future annual reports on Form 20-F filed with the SEC after the date of this prospectus supplement and prior to the termination of the offering of the securities offered by this prospectus supplement; and • any future current reports on Form 6-K that we furnish to the SEC after the date of this prospectus supplement that are identified in such reports as being incorporated by reference in this prospectus supplement. As you read the documents either contained, or incorporated by reference, you may find inconsistencies in information from one document to another. If you find inconsistencies, you should rely on the statements made in the most recent document. Copies of all documents incorporated by reference in this prospectus supplement and the accompanying prospectus, other than exhibits to those documents unless such exhibits are specially incorporated by reference in this prospectus supplement and the accompanying prospectus, will be provided at no cost considered to each person, including any beneficial owner of the Notes, to whom be a copy part of this prospectus supplement is delivered, on from the written or oral request of that person made to: Alibaba Group Holding Limited 26/F Tower One, Times Square 0 Xxxxxxxx Xxxxxx Causeway Bay Hong Kong Telephone: +000 0000-0000 Fax: +000 0000-0000 PROSPECTUS Alibaba Group Holding Limited Debt Securities We may offer and sell debt securities from time to timedate those documents are filed. We will provide the specific terms of any offering and the offered securities in one or more supplements to this prospectus. Any prospectus supplement may also add, update or change information contained in this prospectus. You should carefully read this prospectus and the applicable prospectus supplement as well as the documents incorporated or deemed to be incorporated by reference in this prospectus before you purchase any of the securities offered hereby. These securities may be offered and sold in the same offering or in separate offerings; to or through underwriters, dealers, and agents; or directly to purchasers. The names of any underwriters, dealers, or agents involved in the sale of our securities, their compensation and any overallotment options held by them will be described in the applicable prospectus supplement. For a more complete description of the plan of distribution of these securities, see the section entitled ‘‘Plan of Distribution’’ beginning on page 26 of this prospectus. Investing in our securities involves certain risks. You should carefully consider the risks described in ‘‘Risk Factors’’ in this prospectus and in any prospectus supplement or any document incorporated by reference into this prospectus. This prospectus may not be used to offer or sell any securities unless accompanied by a prospectus supplement. Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense. TABLE OF CONTENTS Page ABOUT THIS PROSPECTUS 1 FORWARD-LOOKING STATEMENTS 2 OUR COMPANY 3 RISK FACTORS 4 USE OF PROCEEDS 5 DESCRIPTION OF THE DEBT SECURITIES 6 LEGAL OWNERSHIP OF DEBT SECURITIES 21 ENFORCEABILITY OF CIVIL LIABILITIES 23 TAXATION 25 PLAN OF DISTRIBUTION 26 LEGAL MATTERS 28 EXPERTS 29 WHERE YOU CAN FIND MORE INFORMATION ABOUT US 30 INCORPORATION OF DOCUMENTS BY REFERENCE 31 ABOUT THIS PROSPECTUS This prospectus is part of an automatic shelf registration statement that we have filed with the Securities and Exchange Commission, or and incorporate by reference in this prospectus: ● Annual Report on Form 10-K for the SECyear ended December 31, as a ‘‘well2019, filed on March 9, 2020; ● Quarterly Report on Form 10-known seasoned issuer’’ as defined Q for the quarter ended March 31, 2020, filed on May 11, 2020; ● Definitive Proxy Statement on Schedule 14A, filed on September 24, 2019; ● Current Reports on Form 8-K, filed on January 10, 2020, February 20, 2020, March 9, 2020, May 11, 2020, June 2, 2020 and July 2, 2020 (other than any portions thereof deemed furnished and not filed); and ● The description of our common stock contained in Rule 405 our Form 8-A, filed on March 1, 2017. We also incorporate by reference all additional documents that we file with the Securities and Exchange Commission under the terms of Sections 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 19331934, as amended, or that are made after the Securities Act. By using an automatic shelf initial filing date of the registration statement, we may, at any time and from time to time, offer and sell the debt securities described in statement of which this prospectus in one or more offerings. This prospectus provides you with is a general description part until the offering of the debt particular securities we may offer. Each time we use this prospectus to offer debt securities, we will provide one or more prospectus supplements that will contain specific information about the offering and the terms of those debt securities. We may also add, update or change information contained in this prospectus covered by means of a prospectus supplement or by incorporating by reference term sheet has been completed. We are not, however, incorporating, in each case, any documents or information that we are deemed to furnish and not file or furnish to the SEC. As allowed by the SEC rules, this prospectus and any accompanying prospectus supplement do not contain all of the information included in the registration statement. For further information, we refer you to the registration statement, including its exhibits. Statements contained in this prospectus or any prospectus supplement about the provisions or contents of any agreement or other document are not necessarily complete. If the SEC’s rules and regulations require that an agreement or document be filed as an exhibit to the registration statement, please see that agreement or document for a complete description of these matters. We are not making an offer to sell the securities in any jurisdiction where the offer or sale is not permitted. You should carefully read this document and any applicable prospectus supplement and the related exhibits to the registration statement filed with the SEC. You should also read the documents we have referred you to under ‘‘Where You Can Find More Information About Us’’ and ‘‘Incorporation of Documents by Reference’’ below for information on our company, the risks we face and our financial statements. The registration statement and exhibits can be read at the SEC’s website or at the SEC as described under ‘‘Where You Can Find More Information About Us.’’ Unless otherwise indicated or unless the context otherwise requires, references in this prospectus to: • ‘‘Ant Group’’ are to Ant Group Co., Ltd. (formerly known as Ant Financial), a company organized under the laws of the PRC on October 19, 2000 and, as context requires, its consolidated subsidiaries; we hold 33% of the equity interest in Ant Group; • ‘‘China’’ and the ‘‘PRC’’ are to the People’s Republic of China; • ‘‘Hong Kong Stock Exchange’’ are to The Stock Exchange of Hong Kong Limited; • ‘‘NYSE’’ are to the New York Stock Exchange; • ‘‘variable interest entities’’ are to our variable interest entities that are 100% owned by PRC citizens or by PRC entities owned by PRC citizens, where applicable, that hold the Internet content provider licenses, or ICP licenses, or other business operation licenses or approvals, and generally operate the various websites for our Internet businesses or other businesses in which foreign investment is restricted or prohibited, and are consolidated into our consolidated financial statements in accordance with U.S. GAAP as if they were our whollySecurities and Exchange Commission rules. You may request, and we will provide you with, a copy of these filings, at no cost, by contacting us at: Investor Relations Department Matinas BioPharma Holdings, Inc. 1545 Route 206 South Suite 302 Bedminster, NJ 07921 Telephone number: 000-owned subsidiaries; • ‘‘we,’’ ‘‘us,’’ ‘‘our company’’ and ‘‘our’’ are 000-0000 Up to Alibaba Group Holding Limited and its consolidated subsidiaries and its affiliated consolidated entities, including its variable interest entities and their subsidiaries; and • ‘‘US$,’’ ‘‘dollars’’ and ‘‘U.S. dollars’’ are to the legal currency of the United States. All discrepancies in any table between the amounts identified as total amounts and the sum of the amounts listed therein are due to rounding. References in any prospectus supplement to ‘‘the accompanying prospectus’’ are to this prospectus and to ‘‘the prospectus’’ are to this prospectus and the applicable prospectus supplement taken together.$50,000,000 Common Stock PROSPECTUS BTIG

Incorporation of Documents by Reference. The SEC allows us following documents filed or to ‘‘incorporate be filed by reference’’ the information we file with or furnish to the SEC, which means that we can disclose important information to you by referring you to those documents that are considered part of the accompanying prospectus. Information that we file with or furnish to the SEC in the future and incorporate by reference will automatically update and supersede the previously filed information. See also ‘‘Incorporation of Certain Documents by Reference’’ in the accompanying prospectus for more information. All of the documents incorporated by reference are available at xxx.xxx.xxx under Alibaba Group Holding Limited, CIK number 0001577552. Each document incorporated by reference is current only as of the date of such document, and the incorporation by reference of such documents shall not create any implication that there has been no change in our affairs since the date thereof or that the information contained therein is current as of any time subsequent to its date. We incorporate by reference the documents listed below: • our annual report on Form 20-F for the fiscal year ended March 31, 2020, originally filed with the SEC on July 9, 2020 (File No. 001-36614) (the ‘‘2020 Form 20-F’’), as updated by our current report on Form 6-K originally furnished to the SEC on February 2, 2021 (Exhibit 99.1 and Exhibit 99.2 to the said report supersede Part I, Item 5. Operating and Financial Review and Prospects — A. Operating Results and Part III, Item 18. Financial Statements of the 2020 Form 20-F, respectively, which is incorporated by reference in the accompanying prospectus); • our current report on Form 6-K originally furnished to the SEC on February 2, 2021, including Exhibit 99.1 titled ‘‘Updated Part I, Item 5. Operating and Financial Review and Prospects — A. Operating Results, from the Company’s Annual Report on Form 20-F for the year ended March 31, 2020, as filed Company with the Securities and Exchange Commission on July 9, 2020,’’ and Exhibit 99.2 titled ‘‘Updated Part III, Item 18. Financial Statements, from (the Company’s “SEC”) are hereby incorporated by reference into this registration statement as of their respective dates: • Annual Report on Form 2010-F K of Old Frontier for the fiscal year ended December 31, 2020; • Annual Report on Form 10-K/A of Old Frontier for the fiscal year ended December 31, 2020; • Quarterly Reports on Form 10-Q of Old Frontier for the fiscal quarter ended March 31, 20202021; • The Current Reports on Form 8-K of Old Frontier filed on February 18, as 2021 and April 14, 2021; • Current Report on Form 8-K of the Company filed with on April 30, 2021; and • The description of the Common Stock, par value $0.01 per share, contained in Item 1 (Description of Registrant’s Securities and Exchange Commission to be Registered) of the Company’s Registration Statement on July 9Form 8-A filed on May 3, 2020,’’ which is 2021. The information incorporated by reference in this registration statement, and information that the accompanying prospectus; • our current report on Form 6-K originally furnished to the SEC on February 2, 2021, including Exhibit 99.1 titled ‘‘Operating and Financial Review and Prospects for the six months ended September 30, 2020’’ and Exhibit 99.2 titled ‘‘Unaudited Condensed Consolidated Financial Statements for the six months ended September 30, 2019 and 2020,’’ which is incorporated by reference in the accompanying prospectus; • our current report on Form 6-K originally furnished to the SEC on February 2, 2021, including Exhibit 99.1 titled ‘‘Updated Information Relating to Alibaba Group’’ and Exhibit 99.2 titled ‘‘Updated Risk Factors,’’ that is identified as being incorporated herein is incorporated by reference herein; • any future annual reports on Form 20-F filed Company subsequently files with the SEC under Sections 13(a), 13(c), 14 or 15(d) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), after the date of this prospectus supplement registration statement and prior to the termination filing of a post-effective amendment to this registration statement that indicates that all securities registered hereunder have been sold or that deregisters all such securities then remaining unsold, is considered to be a part of this registration statement and will automatically update and supersede any earlier information. Notwithstanding the offering foregoing, nothing in this registration statement shall be deemed to incorporate the information furnished pursuant to Item 2.02 or Item 7.01 of the securities offered by this prospectus supplement; and • any future current reports Current Report on Form 68-K that we furnish K, unless expressly otherwise stated therein, or any exhibits to the SEC after the date of this prospectus supplement that are identified extent furnished in connection with such reports as being items. Any statement contained in a document incorporated by reference in this prospectus supplement. As you read the documents incorporated by reference, you may find inconsistencies in information from one document registration statement shall be deemed to another. If you find inconsistencies, you should rely on the statements made in the most recent document. Copies of all documents incorporated by reference in this prospectus supplement and the accompanying prospectus, other than exhibits to those documents unless such exhibits are specially incorporated by reference in this prospectus supplement and the accompanying prospectus, will be provided at no cost to each person, including any beneficial owner of the Notes, to whom a copy modified or superseded for purposes of this prospectus supplement registration statement to the extent that a statement contained herein or in any other subsequently filed document which also is delivered, on the written or oral request of that person made to: Alibaba Group Holding Limited 26/F Tower One, Times Square 0 Xxxxxxxx Xxxxxx Causeway Bay Hong Kong Telephone: +000 0000-0000 Fax: +000 0000-0000 PROSPECTUS Alibaba Group Holding Limited Debt Securities We may offer and sell debt securities from time to time. We will provide the specific terms of any offering and the offered securities in one or more supplements to this prospectus. Any prospectus supplement may also add, update or change information contained in this prospectus. You should carefully read this prospectus and the applicable prospectus supplement as well as the documents incorporated or is deemed to be incorporated by reference in this prospectus before you purchase any of the securities offered herebyregistration statement modifies or supersedes such statement. These securities may Any such statement so modified or superseded shall not be offered and sold in the same offering deemed, except as so modified or in separate offerings; superseded, to or through underwriters, dealers, and agents; or directly to purchasers. The names of any underwriters, dealers, or agents involved in the sale of our securities, their compensation and any overallotment options held by them will be described in the applicable prospectus supplement. For constitute a more complete description of the plan of distribution of these securities, see the section entitled ‘‘Plan of Distribution’’ beginning on page 26 part of this prospectus. Investing in our securities involves certain risks. You should carefully consider the risks described in ‘‘Risk Factors’’ in this prospectus and in any prospectus supplement or any document incorporated by reference into this prospectus. This prospectus may not be used to offer or sell any securities unless accompanied by a prospectus supplement. Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense. TABLE OF CONTENTS Page ABOUT THIS PROSPECTUS 1 FORWARD-LOOKING STATEMENTS 2 OUR COMPANY 3 RISK FACTORS 4 USE OF PROCEEDS 5 DESCRIPTION OF THE DEBT SECURITIES 6 LEGAL OWNERSHIP OF DEBT SECURITIES 21 ENFORCEABILITY OF CIVIL LIABILITIES 23 TAXATION 25 PLAN OF DISTRIBUTION 26 LEGAL MATTERS 28 EXPERTS 29 WHERE YOU CAN FIND MORE INFORMATION ABOUT US 30 INCORPORATION OF DOCUMENTS BY REFERENCE 31 ABOUT THIS PROSPECTUS This prospectus is part of an automatic shelf registration statement that we filed with the Securities and Exchange Commission, or the SEC, as a ‘‘well-known seasoned issuer’’ as defined in Rule 405 under the Securities Act of 1933, as amended, or the Securities Act. By using an automatic shelf registration statement, we may, at any time and from time to time, offer and sell the debt securities described in this prospectus in one or more offerings. This prospectus provides you with a general description of the debt securities we may offer. Each time we use this prospectus to offer debt securities, we will provide one or more prospectus supplements that will contain specific information about the offering and the terms of those debt securities. We may also add, update or change information contained in this prospectus by means of a prospectus supplement or by incorporating by reference information that we file or furnish to the SEC. As allowed by the SEC rules, this prospectus and any accompanying prospectus supplement do not contain all of the information included in the registration statement. For further information, we refer you to the registration statement, including its exhibits. Statements contained in this prospectus or any prospectus supplement about the provisions or contents of any agreement or other document are not necessarily complete. If the SEC’s rules and regulations require that an agreement or document be filed as an exhibit to the registration statement, please see that agreement or document for a complete description of these matters. We are not making an offer to sell the securities in any jurisdiction where the offer or sale is not permitted. You should carefully read this document and any applicable prospectus supplement and the related exhibits to the registration statement filed with the SEC. You should also read the documents we have referred you to under ‘‘Where You Can Find More Information About Us’’ and ‘‘Incorporation of Documents by Reference’’ below for information on our company, the risks we face and our financial statements. The registration statement and exhibits can be read at the SEC’s website or at the SEC as described under ‘‘Where You Can Find More Information About Us.’’ Unless otherwise indicated or unless the context otherwise requires, references in this prospectus to: • ‘‘Ant Group’’ are to Ant Group Co., Ltd. (formerly known as Ant Financial), a company organized under the laws of the PRC on October 19, 2000 and, as context requires, its consolidated subsidiaries; we hold 33% of the equity interest in Ant Group; • ‘‘China’’ and the ‘‘PRC’’ are to the People’s Republic of China; • ‘‘Hong Kong Stock Exchange’’ are to The Stock Exchange of Hong Kong Limited; • ‘‘NYSE’’ are to the New York Stock Exchange; • ‘‘variable interest entities’’ are to our variable interest entities that are 100% owned by PRC citizens or by PRC entities owned by PRC citizens, where applicable, that hold the Internet content provider licenses, or ICP licenses, or other business operation licenses or approvals, and generally operate the various websites for our Internet businesses or other businesses in which foreign investment is restricted or prohibited, and are consolidated into our consolidated financial statements in accordance with U.S. GAAP as if they were our wholly-owned subsidiaries; • ‘‘we,’’ ‘‘us,’’ ‘‘our company’’ and ‘‘our’’ are to Alibaba Group Holding Limited and its consolidated subsidiaries and its affiliated consolidated entities, including its variable interest entities and their subsidiaries; and • ‘‘US$,’’ ‘‘dollars’’ and ‘‘U.S. dollars’’ are to the legal currency of the United States. All discrepancies in any table between the amounts identified as total amounts and the sum of the amounts listed therein are due to rounding. References in any prospectus supplement to ‘‘the accompanying prospectus’’ are to this prospectus and to ‘‘the prospectus’’ are to this prospectus and the applicable prospectus supplement taken together.

Incorporation of Documents by Reference. The SEC allows us to ‘‘“incorporate by reference’’ the ” information we file with or furnish into this prospectus supplement. Incorporation by reference allows us to the SEC, which means that we can disclose important information to you by referring you to those documents that are considered other documents. The information incorporated by reference is an important part of this prospectus supplement and the accompanying prospectus. Information , and information that we file later with or furnish to the SEC in the future and incorporate by reference will automatically update and supersede the this information. Any statement contained in a previously filed information. See also ‘‘Incorporation of Certain Documents by Reference’’ in the accompanying prospectus for more information. All of the documents incorporated by reference are available at xxx.xxx.xxx under Alibaba Group Holding Limited, CIK number 0001577552. Each document incorporated by reference is current only as will be deemed to be modified or superseded for purposes of this prospectus supplement to the date of such document, extent that a statement contained in this prospectus supplement modifies or replaces that statement. This prospectus supplement and the incorporation by reference of such documents shall not create any implication that there has been no change in our affairs since the date thereof or that the information contained therein is current as of any time subsequent to its date. We accompanying prospectus incorporate by reference the documents listed belowset forth below that have previously been filed with the SEC: • our annual report Our Annual Report on Form F orm 20-F for the fiscal year ended March December 31, 20202019, originally filed with the SEC on July 9March 3, 2020, as amended on June 30, 2020; • Our Reports on Form 6-K furnished to the SEC on J anuary 24, 2020, M 2 020, including the exhibits thereto; and ay 7, 2020, A ugust 6, 2020, A ugust 27, 2020 and S eptember 18, • The description of our ordinary shares and ADSs contained in our Registration Statement on F orm 8-A, as filed with the SEC under Section 12(b) of the Exchange Act on June 19, 2018, including any amendment or report filed for the purpose of updating such description (File No. 001-36614) (the ‘‘2020 Form 20-F’’38547), as updated by our current report on Form 6-K originally furnished to the SEC on February 2, 2021 (Exhibit 99.1 and Exhibit 99.2 to the said report supersede Part I, Item 5. Operating and Financial Review and Prospects — A. Operating Results and Part III, Item 18. Financial Statements of the 2020 Form 20-F, respectively, which is incorporated We are also incorporating by reference in the accompanying prospectus); • our current report on Form 6-K originally furnished to the SEC on February 2, 2021, including Exhibit 99.1 titled ‘‘Updated Part I, Item 5. Operating and Financial Review and Prospects — A. Operating Results, from the Company’s all subsequent Annual Report Reports on Form 20-F for the year ended March 31, 2020, as filed with the Securities and Exchange Commission on July 9, 2020,’’ and Exhibit 99.2 titled ‘‘Updated Part III, Item 18. Financial Statements, from the Company’s Annual Report on Form 20-F for the year ended March 31, 2020, as filed with the Securities and Exchange Commission on July 9, 2020,’’ which is incorporated by reference in the accompanying prospectus; • our current report on Form 6-K originally furnished to the SEC on February 2, 2021, including Exhibit 99.1 titled ‘‘Operating and Financial Review and Prospects for the six months ended September 30, 2020’’ and Exhibit 99.2 titled ‘‘Unaudited Condensed Consolidated Financial Statements for the six months ended September 30, 2019 and 2020,’’ which is incorporated by reference in the accompanying prospectus; • our current report on Form 6-K originally furnished to the SEC on February 2, 2021, including Exhibit 99.1 titled ‘‘Updated Information Relating to Alibaba Group’’ and Exhibit 99.2 titled ‘‘Updated Risk Factors,’’ that is identified as being incorporated herein is incorporated by reference herein; • any future annual reports on Form 20-F filed we file with the SEC after the date of this prospectus supplement and prior to the termination of the offering of the securities offered by this prospectus supplement; and • any future current certain reports on Form 6-K that we furnish to the SEC after the date of this prospectus supplement (if they state that they are identified in such reports as being incorporated by reference in into this prospectus supplementsupplement or the accompanying prospectus) prior to the termination of the offering of securities under this Registration Statement. As you read the documents incorporated by reference, you may find inconsistencies in information from one document to another. If you find inconsistenciesIn all cases, you should rely on the statements made later information over different information included in this prospectus supplement or the most recent documentaccompanying prospectus. Unless expressly incorporated by reference, nothing in this prospectus supplement shall be deemed to incorporate by reference information furnished to, but not filed with, the SEC. Copies of all documents incorporated by reference in this prospectus supplement and the accompanying prospectussupplement, other than exhibits to those documents unless such exhibits are specially specifically incorporated by reference in this prospectus supplement and the accompanying prospectussupplement, will be provided at no cost to each person, including any beneficial owner of the Notesowner, to whom who receives a copy of this prospectus supplement is delivered, on the written or oral request of that person made to: Alibaba Group Holding Limited 26/F Tower OneAutolus Therapeutics plc 00 Xxxx Xxxx White City London W12 7RZ United Kingdom +00 00 00000000 You may also access these documents on our website, Times Square 0 Xxxxxxxx Xxxxxx Causeway Bay Hong Kong Telephone: +000 0000-0000 Fax: +000 0000-0000 xxx.xxxxxxx.xxx. The information contained on, or that can be accessed through, our website is not a part of this prospectus supplement. We have included our website address in this prospectus supplement solely as an inactive textual reference. You should rely only on information contained in, or incorporated by reference into, this prospectus supplement and the accompanying prospectus. We have not authorized anyone to provide you with information different from that contained in this prospectus supplement and the accompanying prospectus or incorporated by reference in this prospectus supplement or the accompanying prospectus. We are not making offers to sell the securities in any jurisdiction in which such an offer or solicitation is not authorized or in which the person making such offer or solicitation is not qualified to do so or to anyone to whom it is unlawful to make such offer or solicitation. PROSPECTUS Alibaba Group Holding Limited $300,000,000 Ordinary Shares American Depositary Shares representing Ordinary Shares Debt Securities We may offer and sell debt securities Warrants This prospectus will allow us to issue, from time to timetime at prices and on terms to be determined at or prior to the time of the offering, up to $300,000,000 of any combination of the securities described in this prospectus, either individually or in units. We may also offer American Depositary Shares, or ADSs, representing ordinary shares upon conversion of or exchange for the debt securities or upon the exercise of the warrants. This prospectus describes the general terms of these securities and the general manner in which these securities will be offered. We will provide you with the specific terms of any offering and the offered securities in one or more supplements to this prospectus. Any The prospectus supplement supplements will also describe the specific manner in which these securities will be offered and may also addsupplement, update or change amend information contained in this prospectusdocument. You should carefully read this prospectus and any prospectus supplement, as well as any documents incorporated by reference into this prospectus or any prospectus supplement, carefully before you invest. Our securities may be sold directly by us to you, through agents designated from time to time or to or through underwriters or dealers. For additional information on the methods of sale, you should refer to the section titled “Plan of Distribution” in this prospectus and in the applicable prospectus supplement as well as the documents incorporated or deemed to be incorporated by reference in this prospectus before you purchase supplement. If any of the securities offered hereby. These securities may be offered and sold in the same offering or in separate offerings; to or through underwriters, dealers, and agents; or directly to purchasers. The names of any underwriters, dealers, underwriters or agents are involved in the sale of our securitiessecurities with respect to which this prospectus is being delivered, their compensation the names of such underwriters or agents and any overallotment applicable fees, commissions or discounts and over-allotment options held by them will be described set forth in the applicable a prospectus supplement. For The price to the public of such securities and the net proceeds that we expect to receive from such sale will also be set forth in a more complete description of the plan of distribution of these securities, see the section entitled ‘‘Plan of Distribution’’ beginning on page 26 of this prospectusprospectus supplement. Investing in our securities involves certain risksa high degree of risk. You Before deciding whether to invest in our securities, you should consider carefully consider the risks that we have described in ‘‘on page 6 of this prospectus under the caption “Risk Factors’’ ” and under the caption “Risk Factors” in this prospectus and in any prospectus supplement or any document our Annual Report on Form 20-F for the fiscal year ended September 30, 2018, which is incorporated by reference into this prospectus. We may also include specific risk factors in supplements to this prospectus under the caption “Risk Factors.” This prospectus may not be used to offer or sell any our securities unless accompanied by a prospectus supplement. Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or determined if passed upon the adequacy or accuracy of this prospectus is truthful or completeprospectus. Any representation to the contrary is a criminal offense. The date of this prospectus is July 24, 2019. TABLE OF CONTENTS Page ABOUT A BOUT THIS PROSPECTUS 1 P ROSPECTUS SUMMARY 2 R ISK FACTORS 6 S PECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS 2 OUR COMPANY 3 RISK FACTORS 4 USE 7 C APITALIZATION 8 U SE OF PROCEEDS 5 DESCRIPTION 9 P LAN OF THE DEBT SECURITIES 6 LEGAL OWNERSHIP DISTRIBUTION 10 D ESCRIPTION OF SHARE CAPITAL AND ARTICLES OF ASSOCIATION 12 D ESCRIPTION OF AMERICAN DEPOSITARY SHARES 30 D ESCRIPTION OF DEBT SECURITIES 21 ENFORCEABILITY 39 D ESCRIPTION OF CIVIL WARRANTS 44 T AXATION 45 L EGAL MATTERS 45 E XPERTS 45 S ERVICE OF PROCESS AND ENFORCEMENT OF LIABILITIES 23 TAXATION 25 PLAN OF DISTRIBUTION 26 LEGAL MATTERS 28 EXPERTS 29 WHERE 46 W HERE YOU CAN FIND MORE INFORMATION ABOUT US 30 INCORPORATION 47 I NCORPORATION OF DOCUMENTS BY REFERENCE 31 48 E XPENSES ASSOCIATED WITH REGISTRATION 49 ABOUT THIS PROSPECTUS This prospectus is part of an automatic shelf a registration statement on Form F-3 that we filed with the Securities and Exchange Commission, or the SEC, as utilizing a ‘‘well-known seasoned issuer’’ as defined in Rule 405 under the Securities Act of 1933, as amended, or the Securities Act“shelf” registration process. By using an automatic Under this shelf registration statementprocess, we maymay offer ordinary shares, at any time and from time to timeincluding ADSs representing our ordinary shares, offer and sell the debt securities described in this prospectus and/or warrants in one or more offerings, with a total aggregate offering price of up to $300,000,000. This prospectus provides you with a general description of the debt securities we may offer. Each time we use offer to sell securities under this prospectus to offer debt securitiesprospectus, we will provide one or more a prospectus supplements supplement that will contain specific information about the offering and the terms of those debt securitiesthat offering. We may also authorize one or more free writing prospectuses to be provided to you that may contain material information relating to these offerings. The prospectus supplement and any related free writing prospectus that we may authorize to be provided to you may also add, update or change information contained in this prospectus by means of a prospectus supplement or by incorporating in any documents that we have incorporated by reference information that we file or furnish to the SEC. As allowed by the SEC rules, into this prospectus and any accompanying prospectus supplement do not contain all of the information included in the registration statement. For further information, we refer you to the registration statement, including its exhibits. Statements contained in this prospectus or any prospectus supplement about the provisions or contents of any agreement or other document are not necessarily complete. If the SEC’s rules and regulations require that an agreement or document be filed as an exhibit to the registration statement, please see that agreement or document for a complete description of these matters. We are not making an offer to sell the securities in any jurisdiction where the offer or sale is not permittedprospectus. You should carefully read this document and prospectus, any applicable prospectus supplement and any related free writing prospectus, together with the information incorporated herein by reference as described under the heading “Incorporation of Certain Information by Reference,” before investing in any of the securities offered. THIS PROSPECTUS MAY NOT BE USED TO CONSUMMATE A SALE OF SECURITIES UNLESS IT IS ACCOMPANIED BY A PROSPECTUS SUPPLEMENT. Neither we, nor any agent, underwriter or dealer has authorized any person to give any information or to make any representation other than those contained or incorporated by reference in this prospectus, any applicable prospectus supplement or any related free writing prospectus prepared by or on behalf of us or to which we have referred you. This prospectus, any applicable supplement to this prospectus or any related free writing prospectus do not constitute an offer to sell or the solicitation of an offer to buy any securities other than the registered securities to which they relate, nor do this prospectus, any applicable supplement to this prospectus or any related free writing prospectus constitute an offer to sell or the solicitation of an offer to buy securities in any jurisdiction to any person to whom it is unlawful to make such offer or solicitation in such jurisdiction. You should not assume that the information contained in this prospectus, any applicable prospectus supplement or any related free writing prospectus is accurate on any date subsequent to the date set forth on the front of the document or that any information we have incorporated by reference is correct on any date subsequent to the date of the document incorporated by reference, even though this prospectus, any applicable prospectus supplement or any related free writing prospectus is delivered, or securities are sold, on a later date. This prospectus and the information incorporated herein by reference contains summaries of certain provisions contained in some of the documents described herein, but reference is made to the actual documents for complete information. All of the summaries are qualified in their entirety by the actual documents. Copies of some of the documents referred to herein have been filed, will be filed or will be incorporated by reference as exhibits to the registration statement filed with of which this prospectus is a part, and you may obtain copies of those documents as described below under the SEC. You should also read the documents we have referred you to under ‘‘heading “Where You Can Find More Information About Us’’ and ‘‘Incorporation of Documents by Reference’’ below for information on our company, the risks we face and our financial statements. The registration statement and exhibits can be read at the SEC’s website or at the SEC as described under ‘‘Where You Can Find More Information About UsInformation.’’ ” Unless otherwise indicated or unless the context otherwise requires, references in this prospectus to: • ‘‘Ant Group’’ are to Ant Group Co.prospectus, Ltd. (formerly known as Ant Financial), a company organized under “Autolus,” “the laws of the PRC on October 19, 2000 and, as context requires, its consolidated subsidiaries; we hold 33% of the equity interest in Ant Group; • ‘‘China’’ and the ‘‘PRC’’ are to the People’s Republic of China; • ‘‘Hong Kong Stock Exchange’’ are to The Stock Exchange of Hong Kong Limited; • ‘‘NYSE’’ are to the New York Stock Exchange; • ‘‘variable interest entities’’ are to company,” “our variable interest entities that are 100% owned by PRC citizens or by PRC entities owned by PRC citizens, where applicable, that hold the Internet content provider licenses, or ICP licenses, or other business operation licenses or approvals, and generally operate the various websites for our Internet businesses or other businesses in which foreign investment is restricted or prohibited, and are consolidated into our consolidated financial statements in accordance with U.S. GAAP as if they were our wholly-owned subsidiaries; • ‘‘company,” “we,’’ ‘‘” “us,’’ ‘‘our company’’ ” and ‘‘“our’’ are ” refer to Alibaba Group Holding Limited Autolus Therapeutics plc and its consolidated subsidiaries and its affiliated consolidated entities, including its variable interest entities and their subsidiaries; and • ‘‘US$,’’ ‘‘dollars’’ and ‘‘U.S. dollars’’ are to the legal currency of the United States. All discrepancies in any table between the amounts identified as total amounts and the sum of the amounts listed therein are due to rounding. References in any prospectus supplement to ‘‘the accompanying prospectus’’ are to this prospectus and to ‘‘the prospectus’’ are to this prospectus and the applicable prospectus supplement taken together.

Incorporation of Documents by Reference. The SEC allows us to ‘‘“incorporate by reference’’ the ” information that we file with or furnish them. Incorporation by reference allows us to the SEC, which means that we can disclose important information to you by referring you to those documents that are considered other documents. The information incorporated by reference is an important part of the accompanying this prospectus. Information , and information that we file later with or furnish to the SEC in the future and incorporate by reference will automatically update and supersede the previously filed this information. See also ‘‘Incorporation of Certain Documents by Reference’’ in the accompanying prospectus for more information. All of the documents incorporated by reference are available at xxx.xxx.xxx under Alibaba Group Holding Limited, CIK number 0001577552. Each document incorporated by reference is current only as of the date of such document, and the incorporation by reference of such documents shall not create any implication that there has been no change in our affairs since the date thereof or that the information contained therein is current as of any time subsequent to its date. We incorporate by reference the documents listed below: • our annual report filed a registration statement on Form 20-F for the fiscal year ended March 31, 2020, originally filed with the SEC on July 9, 2020 (File No. 001-36614) (the ‘‘2020 Form 20-F’’), as updated by our current report on Form 6-K originally furnished to the SEC on February 2, 2021 (Exhibit 99.1 and Exhibit 99.2 to the said report supersede Part I, Item 5. Operating and Financial Review and Prospects — A. Operating Results and Part III, Item 18. Financial Statements of the 2020 Form 20-F, respectively, which is incorporated by reference in the accompanying prospectus); • our current report on Form 6-K originally furnished to the SEC on February 2, 2021, including Exhibit 99.1 titled ‘‘Updated Part I, Item 5. Operating and Financial Review and Prospects — A. Operating Results, from the Company’s Annual Report on Form 20-F for the year ended March 31, 2020, as filed with the Securities and Exchange Commission on July 9, 2020,’’ and Exhibit 99.2 titled ‘‘Updated Part III, Item 18. Financial Statements, from the Company’s Annual Report on Form 20-F for the year ended March 31, 2020, as filed with the Securities and Exchange Commission on July 9, 2020,’’ which is incorporated by reference in the accompanying prospectus; • our current report on Form 6-K originally furnished to the SEC on February 2, 2021, including Exhibit 99.1 titled ‘‘Operating and Financial Review and Prospects for the six months ended September 30, 2020’’ and Exhibit 99.2 titled ‘‘Unaudited Condensed Consolidated Financial Statements for the six months ended September 30, 2019 and 2020,’’ which is incorporated by reference in the accompanying prospectus; • our current report on Form 6-K originally furnished to the SEC on February 2, 2021, including Exhibit 99.1 titled ‘‘Updated Information Relating to Alibaba Group’’ and Exhibit 99.2 titled ‘‘Updated Risk Factors,’’ that is identified as being incorporated herein is incorporated by reference herein; • any future annual reports on Form 20-F filed with the SEC after the date of this prospectus supplement and prior to the termination of the offering of the securities offered by this prospectus supplement; and • any future current reports on Form 6-K that we furnish to the SEC after the date of this prospectus supplement that are identified in such reports as being incorporated by reference in this prospectus supplement. As you read the documents incorporated by reference, you may find inconsistencies in information from one document to another. If you find inconsistencies, you should rely on the statements made in the most recent document. Copies of all documents incorporated by reference in this prospectus supplement and the accompanying prospectus, other than exhibits to those documents unless such exhibits are specially incorporated by reference in this prospectus supplement and the accompanying prospectus, will be provided at no cost to each person, including any beneficial owner of the Notes, to whom a copy of this prospectus supplement is delivered, on the written or oral request of that person made to: Alibaba Group Holding Limited 26/F Tower One, Times Square 0 Xxxxxxxx Xxxxxx Causeway Bay Hong Kong Telephone: +000 0000-0000 Fax: +000 0000-0000 PROSPECTUS Alibaba Group Holding Limited Debt Securities We may offer and sell debt securities from time to time. We will provide the specific terms of any offering and the offered securities in one or more supplements to this prospectus. Any prospectus supplement may also add, update or change information contained in this prospectus. You should carefully read this prospectus and the applicable prospectus supplement as well as the documents incorporated or deemed to be incorporated by reference in this prospectus before you purchase any of the securities offered hereby. These securities may be offered and sold in the same offering or in separate offerings; to or through underwriters, dealers, and agents; or directly to purchasers. The names of any underwriters, dealers, or agents involved in the sale of our securities, their compensation and any overallotment options held by them will be described in the applicable prospectus supplement. For a more complete description of the plan of distribution of these securities, see the section entitled ‘‘Plan of Distribution’’ beginning on page 26 of this prospectus. Investing in our securities involves certain risks. You should carefully consider the risks described in ‘‘Risk Factors’’ in this prospectus and in any prospectus supplement or any document incorporated by reference into this prospectus. This prospectus may not be used to offer or sell any securities unless accompanied by a prospectus supplement. Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense. TABLE OF CONTENTS Page ABOUT THIS PROSPECTUS 1 FORWARD-LOOKING STATEMENTS 2 OUR COMPANY 3 RISK FACTORS 4 USE OF PROCEEDS 5 DESCRIPTION OF THE DEBT SECURITIES 6 LEGAL OWNERSHIP OF DEBT SECURITIES 21 ENFORCEABILITY OF CIVIL LIABILITIES 23 TAXATION 25 PLAN OF DISTRIBUTION 26 LEGAL MATTERS 28 EXPERTS 29 WHERE YOU CAN FIND MORE INFORMATION ABOUT US 30 INCORPORATION OF DOCUMENTS BY REFERENCE 31 ABOUT THIS PROSPECTUS This prospectus is part of an automatic shelf registration statement that we filed with the Securities and Exchange Commission, or the SEC, as a ‘‘well-known seasoned issuer’’ as defined in Rule 405 S-3 under the Securities Act of 1933, as amended, or with the Securities Act. By using an automatic shelf registration statement, SEC with respect to the securities we may, at any time and from time may offer pursuant to time, offer and sell the debt securities described in this prospectus in one or more offeringsprospectus. This prospectus provides you with a general description of the debt securities we may offer. Each time we use this prospectus to offer debt securities, we will provide one or more prospectus supplements that will contain specific information about the offering and the terms of those debt securities. We may also add, update or change omits certain information contained in this prospectus by means of a prospectus supplement or by incorporating by reference information that we file or furnish to the SEC. As allowed by the SEC rules, this prospectus and any accompanying prospectus supplement do not contain all of the information included in the registration statement, as permitted by the SEC. For further information, we You should refer you to the registration statement, including its the exhibits, for further information about us and the securities we may offer pursuant to this prospectus. Statements in this prospectus regarding the provisions of certain documents filed with, or incorporated by reference in, the registration statement are not necessarily complete and each statement is qualified in all respects by that reference. Copies of all or any part of the registration statement, including the documents incorporated by reference or the exhibits, may be obtained upon payment of the prescribed rates at the offices of the SEC listed above in “Where You Can Find More Information.” The documents we are incorporating by reference are: ∎ our Annual Report on Form 10-K for the fiscal year ended December 31, 2016 that we filed with the SEC on March 27, 2017; ∎ the portions of our definitive proxy statement on Schedule 14A filed on April 21, 2017 that are deemed “filed” with the SEC under the Exchange Act; ∎ our Quarterly Report on Form 10-Q for the fiscal quarter ended March 31, 2017 that we filed with the SEC on May 11, 2017, our Quarterly Report on Form 10-Q for the fiscal quarter ended June 30, 2017 that we filed with the SEC on August 21, 2017 and our Quarterly Report on Form 10-Q for the fiscal quarter ended September 30, 2017 that we filed with the SEC on November 14, 2017; ∎ our Current Reports on Form 8-K that we filed with the SEC on January 27, 2017, February 10, 2017, May 18, 2017, May 23, 2017, May 24, 2017, June 15, 2017, September 28, 2017, October 13, 2017, January 4, 2018, January 24, 2018 and January 25, 2018; ∎ the description of our common stock contained in our Registration Statement on Form 8-A filed with the SEC on May 8, 2007, including any amendment or report filed for the purpose of updating such description; and ∎ all reports and other documents subsequently filed by us pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act after the date of this prospectus and prior to the termination or completion of the offering of securities under this prospectus shall be deemed to be incorporated by reference in this prospectus and to be a part hereof from the date of filing such reports and other documents. The SEC file number for each of the documents listed above is 001-33451. In addition, all reports and other documents filed by us pursuant to the Exchange Act after the date of the initial registration statement and prior to effectiveness of the registration statement shall be deemed to be incorporated by reference into this prospectus. Any statement contained in this prospectus or in a document incorporated or deemed to be incorporated by reference into this prospectus will be deemed to be modified or superseded for purposes of this prospectus to the extent that a statement contained in this prospectus or any other subsequently filed document that is deemed to be incorporated by reference into this prospectus supplement about modifies or supersedes the provisions statement. Any statement so modified or contents superseded will not be deemed, except as so modified or superseded, to constitute a part of this prospectus. You may request, orally or in writing, a copy of any agreement or other document are all of the documents incorporated herein by reference. These documents will be provided to you at no cost, by contacting: Albireo Pharma, Inc. 00 Xxxx Xxxxxx Xxxxxx, Xxxxx 000 Xxxxx Xxxxxx, Xxxxxxxxxxxxx 00000 (000) 000-0000 You may also access these documents on our website, xxxx://xxx.xxxxxxxxxxxxx.xxx. The information contained on, or that can be accessed through, our website is not necessarily completea part of this prospectus. If the SEC’s rules and regulations require that an agreement or document be filed We have included our website address in this prospectus solely as an exhibit inactive textual reference. You should rely only on information contained in, or incorporated by reference into, this prospectus and any prospectus supplement. We have not authorized anyone to the registration statement, please see provide you with information different from that agreement contained in this prospectus or document for a complete description of these mattersincorporated by reference in this prospectus. We are not making an offer offers to sell the securities in any jurisdiction where the in which such an offer or sale solicitation is not permitted. You should carefully read this document and any applicable prospectus supplement and the related exhibits to the registration statement filed with the SEC. You should also read the documents we have referred you to under ‘‘Where You Can Find More Information About Us’’ and ‘‘Incorporation of Documents by Reference’’ below for information on our company, the risks we face and our financial statements. The registration statement and exhibits can be read at the SEC’s website authorized or at the SEC as described under ‘‘Where You Can Find More Information About Us.’’ Unless otherwise indicated or unless the context otherwise requires, references in this prospectus to: • ‘‘Ant Group’’ are to Ant Group Co., Ltd. (formerly known as Ant Financial), a company organized under the laws of the PRC on October 19, 2000 and, as context requires, its consolidated subsidiaries; we hold 33% of the equity interest in Ant Group; • ‘‘China’’ and the ‘‘PRC’’ are to the People’s Republic of China; • ‘‘Hong Kong Stock Exchange’’ are to The Stock Exchange of Hong Kong Limited; • ‘‘NYSE’’ are to the New York Stock Exchange; • ‘‘variable interest entities’’ are to our variable interest entities that are 100% owned by PRC citizens or by PRC entities owned by PRC citizens, where applicable, that hold the Internet content provider licenses, or ICP licenses, or other business operation licenses or approvals, and generally operate the various websites for our Internet businesses or other businesses in which foreign investment the person making such offer or solicitation is restricted not qualified to do so or prohibited, and are consolidated into our consolidated financial statements in accordance with U.S. GAAP as if they were our wholly-owned subsidiaries; • ‘‘we,’’ ‘‘us,’’ ‘‘our company’’ and ‘‘our’’ are to Alibaba Group Holding Limited and its consolidated subsidiaries and its affiliated consolidated entities, including its variable interest entities and their subsidiaries; and • ‘‘US$,’’ ‘‘dollars’’ and ‘‘U.S. dollars’’ are anyone to the legal currency of the United States. All discrepancies in any table between the amounts identified as total amounts and the sum of the amounts listed therein are due whom it is unlawful to rounding. References in any prospectus supplement to ‘‘the accompanying prospectus’’ are to this prospectus and to ‘‘the prospectus’’ are to this prospectus and the applicable prospectus supplement taken togethermake such offer or solicitation.

Incorporation of Documents by Reference. The SEC allows us to ‘‘"incorporate by reference’’ " into this prospectus supplement and the information we file with or furnish to the SEC, which accompanying prospectus certain information. This means that we can disclose important information to you by referring you to those documents that are contain the information. The information we incorporate by reference is considered a part of this prospectus supplement and the accompanying prospectus. Information that , and later information we file with or furnish to the SEC in the future and incorporate by reference will automatically update and supersede the previously filed this information. See also ‘‘Incorporation of Certain Documents by Reference’’ in the accompanying prospectus for more information. All of the documents incorporated by reference are available at xxx.xxx.xxx under Alibaba Group Holding Limited, CIK number 0001577552. Each document incorporated by reference is current only as of the date of such document, and the incorporation by reference of such documents shall not create any implication that there has been no change in our affairs since the date thereof or that the information contained therein is current as of any time subsequent to its date. We incorporate by reference the documents listed below: • our annual report on Form 20-F for the fiscal year ended March 31, 2020, originally filed below and any future filings we make with the SEC on July 9, 2020 (File No. 001-36614) (the ‘‘2020 Form 20-F’’under Section 13(a), as updated by our current report on Form 6-K originally furnished to the SEC on February 213(c), 2021 (Exhibit 99.1 and Exhibit 99.2 to the said report supersede Part I, Item 5. Operating and Financial Review and Prospects — A. Operating Results and Part III, Item 18. Financial Statements 14 or 15(d) of the 2020 Form 20-FExchange Act, respectively, which is incorporated by reference in the accompanying prospectus); • our current report on Form 6-K originally furnished to the SEC on February 2, 2021, including Exhibit 99.1 titled ‘‘Updated Part I, Item 5. Operating and Financial Review and Prospects — A. Operating Results, from the Company’s Annual Report on Form 20-F for the year ended March 31, 2020, as filed with the Securities and Exchange Commission on July 9, 2020,’’ and Exhibit 99.2 titled ‘‘Updated Part III, Item 18. Financial Statements, from the Company’s Annual Report on Form 20-F for the year ended March 31, 2020, as filed with the Securities and Exchange Commission on July 9, 2020,’’ which is incorporated by reference in the accompanying prospectus; • our current report on Form 6-K originally furnished to the SEC on February 2, 2021, including Exhibit 99.1 titled ‘‘Operating and Financial Review and Prospects for the six months ended September 30, 2020’’ and Exhibit 99.2 titled ‘‘Unaudited Condensed Consolidated Financial Statements for the six months ended September 30, 2019 and 2020,’’ which is incorporated by reference in the accompanying prospectus; • our current report on Form 6-K originally furnished to the SEC on February 2, 2021, including Exhibit 99.1 titled ‘‘Updated Information Relating to Alibaba Group’’ and Exhibit 99.2 titled ‘‘Updated Risk Factors,’’ that is identified as being incorporated herein is incorporated by reference herein; • any future annual reports on Form 20-F filed with the SEC or after the date of this prospectus supplement and prior (other than information "furnished" under Items 2.02 or 7.01 (or corresponding information furnished under Item 9.01 or included as an exhibit) of any Current Report on Form 8-K or otherwise "furnished" to the termination of SEC, unless otherwise stated) until this offering is completed: • Our Annual Report on Form 10-K for the offering of fiscal year ended December 31, 2014, filed on March 16, 2015; • Our Quarterly Report on Form 10-Q for the securities offered by this prospectus supplementperiod ended March 31, 2015, filed on May 11, 2015; • Our Current Reports on Form 8-K filed on May 15, 2015, July 7, 2015 and July 16, 2015 (other than information "furnished" under Items 2.02 or 7.01 (or corresponding information furnished under Item 9.01 or included as an exhibit)); • Our Definitive Proxy Statement on Schedule 14A, filed with the SEC on April 14, 2015 (other than the portions thereof which are furnished and not filed); and • any future current reports Description of our common stock contained in the Registration Statement on Form 68-K that we furnish to A, declared effective on August 12, 2013 (including any amendment or report filed with the SEC after for the date purpose of this prospectus supplement that are identified in updating such reports as being incorporated by reference in this prospectus supplementdescription). As you read the documents incorporated by reference, you You may find inconsistencies in information from one document to another. If you find inconsistencies, you should rely on the statements made in the most recent document. Copies of all documents incorporated by reference in this prospectus supplement and the accompanying prospectus, other than exhibits to those documents unless such exhibits are specially incorporated by reference in this prospectus supplement and the accompanying prospectus, will be provided at no cost to each person, including any beneficial owner of the Notes, to whom request a copy of this prospectus supplement is deliveredthese filings, on the written or oral request of that person made to: Alibaba Group Holding Limited 26/F Tower Oneat no cost, Times Square 0 Xxxxxxxx Xxxxxx Causeway Bay Hong Kong Telephone: +000 0000-0000 Fax: +000 0000-0000 PROSPECTUS Alibaba Group Holding Limited Debt Securities We may offer and sell debt securities from time to time. We will provide the specific terms of any offering and the offered securities in one or more supplements to this prospectus. Any prospectus supplement may also add, update or change information contained in this prospectus. You should carefully read this prospectus and the applicable prospectus supplement as well as the documents incorporated or deemed to be incorporated by reference in this prospectus before you purchase any of the securities offered hereby. These securities may be offered and sold in the same offering or in separate offerings; writing to or through underwriters, dealers, and agents; or directly to purchasers. The names of any underwriters, dealers, or agents involved in the sale of our securities, their compensation and any overallotment options held by them will be described in the applicable prospectus supplement. For a more complete description of the plan of distribution of these securities, see the section entitled ‘‘Plan of Distribution’’ beginning on page 26 of this prospectus. Investing in our securities involves certain risks. You should carefully consider the risks described in ‘‘Risk Factors’’ in this prospectus and in any prospectus supplement or any document incorporated by reference into this prospectus. This prospectus may not be used to offer or sell any securities unless accompanied by a prospectus supplement. Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense. TABLE OF CONTENTS Page ABOUT THIS PROSPECTUS 1 FORWARD-LOOKING STATEMENTS 2 OUR COMPANY 3 RISK FACTORS 4 USE OF PROCEEDS 5 DESCRIPTION OF THE DEBT SECURITIES 6 LEGAL OWNERSHIP OF DEBT SECURITIES 21 ENFORCEABILITY OF CIVIL LIABILITIES 23 TAXATION 25 PLAN OF DISTRIBUTION 26 LEGAL MATTERS 28 EXPERTS 29 WHERE YOU CAN FIND MORE INFORMATION ABOUT US 30 INCORPORATION OF DOCUMENTS BY REFERENCE 31 ABOUT THIS PROSPECTUS This prospectus is part of an automatic shelf registration statement that we filed with the Securities and Exchange Commission, or the SEC, as a ‘‘well-known seasoned issuer’’ as defined in Rule 405 under the Securities Act of 1933, as amended, or the Securities Act. By using an automatic shelf registration statement, we may, at any time and from time to time, offer and sell the debt securities described in this prospectus in one or more offerings. This prospectus provides you with a general description of the debt securities we may offer. Each time we use this prospectus to offer debt securities, we will provide one or more prospectus supplements that will contain specific information about the offering and the terms of those debt securities. We may also add, update or change information contained in this prospectus by means of a prospectus supplement or by incorporating by reference information that we file or furnish to the SEC. As allowed by the SEC rules, this prospectus and any accompanying prospectus supplement do not contain all of the information included in the registration statement. For further information, we refer you to the registration statement, including its exhibits. Statements contained in this prospectus or any prospectus supplement about the provisions or contents of any agreement or other document are not necessarily complete. If the SEC’s rules and regulations require that an agreement or document be filed as an exhibit to the registration statement, please see that agreement or document for a complete description of these matters. We are not making an offer to sell the securities in any jurisdiction where the offer or sale is not permitted. You should carefully read this document and any applicable prospectus supplement and the related exhibits to the registration statement filed with the SEC. You should also read the documents we have referred you to under ‘‘Where You Can Find More Information About Us’’ and ‘‘Incorporation of Documents by Reference’’ below for information on our company, the risks we face and our financial statements. The registration statement and exhibits can be read telephoning us at the SEC’s website or at the SEC as described under ‘‘Where You Can Find More Information About Us.’’ Unless otherwise indicated or unless the context otherwise requiresfollowing address: Cancer Genetics, references in this prospectus to: • ‘‘Ant Group’’ are to Ant Group Co.Inc. 000 Xxxxx 00 Xxxxx, Ltd. 0xx Floor Rutherford, NJ 07070 (formerly known as Ant Financial), a company organized under the laws of the PRC on October 19, 2000 and, as context requires, its consolidated subsidiaries; we hold 33% of the equity interest in Ant Group; • ‘‘China’’ and the ‘‘PRC’’ are to the People’s Republic of China; • ‘‘Hong Kong Stock Exchange’’ are to The Stock Exchange of Hong Kong Limited; • ‘‘NYSE’’ are to the New York Stock Exchange; • ‘‘variable interest entities’’ are to our variable interest entities that are 100% owned by PRC citizens or by PRC entities owned by PRC citizens, where applicable, that hold the Internet content provider licenses, or ICP licenses, or other business operation licenses or approvals, and generally operate the various websites for our Internet businesses or other businesses in which foreign investment is restricted or prohibited, and are consolidated into our consolidated financial statements in accordance with U.S. GAAP as if they were our wholly000) 000-owned subsidiaries; • ‘‘we,’’ ‘‘us,’’ ‘‘our company’’ and ‘‘our’’ are to Alibaba Group Holding Limited and its consolidated subsidiaries and its affiliated consolidated entities, including its variable interest entities and their subsidiaries; and • ‘‘US$,’’ ‘‘dollars’’ and ‘‘U.S. dollars’’ are to the legal currency of the United States. All discrepancies in any table between the amounts identified as total amounts and the sum of the amounts listed therein are due to rounding. References in any prospectus supplement to ‘‘the accompanying prospectus’’ are to this prospectus and to ‘‘the prospectus’’ are to this prospectus and the applicable prospectus supplement taken together.0000

Incorporation of Documents by Reference. The SEC allows us to ‘‘incorporate by reference’’ the information we file with or furnish to the SEC, which means that we can disclose important information to you by referring you to those documents that are considered part of the accompanying prospectus. Information that we file with or furnish to the SEC in the future and incorporate by reference will automatically update and supersede the previously filed information. See also ‘‘Incorporation of Certain Documents by Reference’’ in the accompanying prospectus for more information. All of the documents incorporated by reference are available at xxx.xxx.xxx under Alibaba Group Holding Limited, CIK number 0001577552. Each document incorporated by reference is current only as of the date of such document, and the incorporation by reference of such documents shall not create any implication that there has been no change in our affairs since the date thereof or that the information contained therein is current as of any time subsequent to its date. We incorporate by reference the filed documents listed below: • our , except as superseded, supplemented or modified by this prospectus supplement, and any future filings we will make with the SEC under Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act (unless otherwise noted, the SEC file number for each of the documents listed below is 001-31543): ● Our annual report on Form 2010-F K for the fiscal year period ended March 31June 30, 2020, originally 2020 filed with the SEC on July 9September 28, 2020 (File No. 001-36614) (the ‘‘2020 Form 20-F’’), as updated by our current 2020; ● Quarterly report on Form 610-K originally furnished to Q for the quarter September 30, 2020 filed with the SEC on February 2November 12, 2021 (Exhibit 99.1 and Exhibit 99.2 to the said report supersede Part I, Item 5. Operating and Financial Review and Prospects — A. Operating Results and Part III, Item 18. Financial Statements of the 2020 Form 20-F, respectively, which is incorporated by reference in the accompanying prospectus)2020; • our current report ● Current reports on Form 68-K originally furnished to filed with the SEC on February November 2, 2021, including Exhibit 99.1 titled ‘‘Updated Part I, Item 5. Operating and Financial Review and Prospects — A. Operating Results, from the Company’s Annual Report on Form 20-F for the year ended March 31, 2020, as filed with the Securities and Exchange Commission on July November 9, 2020,’’ , November 12, 2020 and Exhibit 99.2 titled ‘‘Updated Part III, December 21,2020; and ● The description of our common stock set forth in Item 18. Financial Statements, from the Company’s Annual Report 1 of our Registration Statement on Form 208-F for the year ended March 31A filed on August 6, 2020, as pursuant to Section 12(b) of the Exchange Act, including any amendment or report filed for the purpose of updating such description. We also incorporate by reference into this prospectus supplement and accompanying prospectus additional documents (other than current reports furnished under item 2.02 or item 7.01 of Form 8-K and exhibits on such form that are related to such items) that we may file with the Securities and SEC under Sections 13(a), 13(c), 14 or 15(d) of the Exchange Commission on July 9, 2020,’’ which is incorporated by reference in the accompanying prospectus; • our current report on Form 6-K originally furnished Act prior to the SEC on February 2, 2021completion or termination of the offering, including Exhibit 99.1 titled ‘‘Operating and Financial Review and Prospects for the six months ended September 30, 2020’’ and Exhibit 99.2 titled ‘‘Unaudited Condensed Consolidated Financial Statements for the six months ended September 30, 2019 and 2020,’’ which is incorporated by reference in the accompanying prospectus; • our current report on Form 6-K originally furnished to the SEC on February 2, 2021, including Exhibit 99.1 titled ‘‘Updated Information Relating to Alibaba Group’’ and Exhibit 99.2 titled ‘‘Updated Risk Factors,’’ that is identified as being incorporated herein is incorporated by reference herein; • any future annual reports on Form 20-F filed all such documents we may file with the SEC after the date of the initial registration statement and prior to the effectiveness of the registration statement, but excluding any information deemed furnished and not filed with the SEC. Any statements contained in a previously filed document incorporated by reference into this prospectus supplement and prior accompanying prospectus is deemed to the termination of the offering of the securities offered by this prospectus supplement; and • any future current reports on Form 6-K that we furnish to the SEC after the date be modified or superseded for purposes of this prospectus supplement and accompanying prospectus to the extent that are identified a statement contained in such reports as being this prospectus supplement or accompanying prospectus, or in a subsequently filed document also incorporated by reference herein, modifies or supersedes that statement. This prospectus supplement and accompanying prospectus may contain information that updates, modifies or is contrary to information in this prospectus supplement. As you read one or more of the documents incorporated by reference, you may find inconsistencies in information from one document to another. If you find inconsistencies, you should rely on the statements made in the most recent document. Copies of all documents incorporated by reference in this prospectus supplement and accompanying prospectus. You should rely only on the information incorporated by reference or provided in this prospectus supplement and accompanying prospectus. We have not authorized anyone else to provide you with different information. You should not assume that the information in this prospectus supplement or accompanying prospectus is accurate as of any date other than the date of this prospectus supplement or accompanying prospectus, other than exhibits to those or the date of the documents unless such exhibits are specially incorporated by reference in this prospectus supplement and the accompanying prospectus, . We will be provided at no cost provide to each person, including any beneficial owner of the Notesowner, to whom this prospectus supplement and accompanying prospectus is delivered, upon written or oral request, at no cost to the requester, a copy of any and all of the information that is incorporated by reference in this prospectus supplement is deliveredand accompanying prospectus. You may request, on the written or oral request and we will provide you with, a copy of that person made to: Alibaba Group Holding Limited 26/F Tower Onethese filings, Times Square 0 Xxxxxxxx Xxxxxx Causeway Bay Hong Kong Telephone: +000 0000-at no cost, by contacting us at Flux Power Holdings, Inc. 0000 Fax: +000 0000-0000 X. Xxxxxxx Xxxxx Xxxxx, Xxxxxxxxxx 00000 PROSPECTUS Alibaba Group Holding Limited Flux Power Holdings, Inc. $50,000,000 Common Stock Preferred Stock Warrants Debt Securities We may offer and sell debt securities from Units 1,141,250 Shares of Common Stock by Selling Shareholders From time to time. We will provide the specific terms , we may offer up to $50,000,000 of our common stock, preferred stock, warrants to purchase common stock or preferred stock, debt securities and units consisting of common stock, preferred stock, warrants, or debt securities or any offering and the offered securities combination of these securities, in one or more supplements transactions. In addition, this prospectus also covers the resale by certain selling shareholders described herein of up to an aggregate of 1,141,250 shares of our common stock which the selling shareholders acquired in a series of private placements from April 2020 to July 2020. We will not receive any of the proceeds from the sale of shares of common stock by the selling shareholders. See “Selling Shareholders”. Each time we sell securities, we will provide a supplement to this prospectusprospectus that contains specific information about the offering and the terms of the securities. Any prospectus The supplement may also add, update or change information contained in this prospectus. We may also authorize one or more free writing prospectuses to be provided in connection with a specific offering. You should carefully read this prospectus, any prospectus supplement and any free writing prospectus carefully before you invest in any of our securities being offered. We and the applicable prospectus supplement as well as the documents incorporated or deemed to be incorporated by reference in this prospectus before you purchase any of selling shareholders may sell the securities offered hereby. These independently or together with any other securities may be offered and sold in the same offering or in separate offerings; registered hereunder to or through one or more underwriters, dealers, dealers and agents; , or directly to purchasers, or through a combination of these methods, on a continuous or delayed basis. The names See “Plan of Distribution.” If any underwriters, dealers, dealers or agents are involved in the sale of our any of the securities, their compensation names, and any overallotment options held by them applicable purchase price, fee, commission or discount arrangements between or among them, will be described set forth, or will be calculable from the information set forth, in the applicable prospectus supplement. For a more complete description Our common stock is listed on The NASDAQ Capital Market under the symbol “FLUX.” The applicable prospectus supplement will contain information, where applicable, as to any other listing, if any, of the plan securities covered by the applicable prospectus supplement. As of distribution October 13, 2020 the aggregate market value of these securitiesour outstanding common stock held by non-affiliates was approximately $77,746,875.75 based on 11,419,737 shares of outstanding common stock, see of which 4,569,792 shares are held by affiliates, and a price of $11.35 per share, which was the last reported sale price of our common stock as quoted on The NASDAQ Capital Market on such date. INVESTING IN OUR SECURITIES INVOLVES RISKS. YOU SHOULD REVIEW CAREFULLY THE RISKS AND UNCERTAINTIES DESCRIBED UNDER THE HEADING “RISK FACTORS” CONTAINED IN THE APPLICABLE PROSPECTUS SUPPLEMENT AND ANY RELATED FREE WRITING PROSPECTUS, AND UNDER SIMILAR HEADINGS IN THE OTHER DOCUMENTS THAT ARE INCORPORATED BY REFERENCE INTO THIS PROSPECTUS. NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES COMMISSION HAS APPROVED OR DISAPPROVED THESE SECURITIES OR DETERMINED IF THIS PROSPECTUS IS TRUTHFUL OR COMPLETE. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE. The date of this prospectus is October 26, 2020. Table of Contents Page SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS 1 ABOUT FLUX POWER HOLDINGS, INC. 3 ABOUT THIS PROSPECTUS 2 RISK FACTORS 5 INCORPORATION OF INFORMATION BY REFERENCE 4 PLAN OF DISTRIBUTION 5 USE OF PROCEEDS 5 DESCRIPTION OF CAPITAL STOCK 9 MARKET INFORMATION 9 LEGAL MATTERS 16 SELLING SHAREHOLDERS 14 EXPERTS 16 WHERE YOU CAN FIND ADDITIONAL INFORMATION 17 SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS This prospectus contains forward-looking statements. The forward-looking statements are contained principally in the sections entitled “Prospectus Summary,” “Risk Factors,” and “Description of Business” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” which are incorporated by reference. These statements involve known and unknown risks, uncertainties and other factors which may cause our actual results, performance or achievements to be materially different from any future results, performances or achievements expressed or implied by the forward-looking statements. These risks and uncertainties include, but are not limited to, the factors described in the section entitled ‘‘Plan of Distribution’’ beginning captioned “Risk Factors” below. In some cases, you can identify forward-looking statements by terms such as “anticipates,” “believes,” “could,” “estimates,” “expects,” “intends,” “may,” “plans,” “potential,” “predicts,” “projects,” “should,” “would,” and similar expressions intended to identify forward-looking statements. Forward-looking statements reflect our current views with respect to future events and are based on page 26 of this prospectus. Investing in our securities involves certain risksassumptions and subject to risks and uncertainties. You should carefully consider read these factors and the risks described in ‘‘Risk Factors’’ other cautionary statements made in this prospectus and in any the documents which we incorporate by reference into this prospectus supplement as being applicable to all related forward-looking statements wherever they appear in this prospectus or any document incorporated the documents we incorporate by reference into this prospectus. This prospectus may not be used to offer or sell any securities unless accompanied by a prospectus supplement. Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense. TABLE OF CONTENTS Page ABOUT THIS PROSPECTUS 1 FORWARD-LOOKING STATEMENTS 2 OUR COMPANY 3 RISK FACTORS 4 USE OF PROCEEDS 5 DESCRIPTION OF THE DEBT SECURITIES 6 LEGAL OWNERSHIP OF DEBT SECURITIES 21 ENFORCEABILITY OF CIVIL LIABILITIES 23 TAXATION 25 PLAN OF DISTRIBUTION 26 LEGAL MATTERS 28 EXPERTS 29 WHERE YOU CAN FIND MORE INFORMATION ABOUT US 30 INCORPORATION OF DOCUMENTS BY REFERENCE 31 ABOUT THIS PROSPECTUS This prospectus is part of an automatic shelf registration statement that we filed with the Securities and Exchange Commission, or the SEC, as a ‘‘well-known seasoned issuer’’ as defined in Rule 405 under the Securities Act of 1933, as amended, or the Securities Act. By using an automatic shelf registration statement, we may, at any time and from time to time, offer and sell the debt securities described in this prospectus in If one or more offeringsof these factors materialize, or if any underlying assumptions prove incorrect, our actual results, performance or achievements may vary materially from any future results, performance or achievements expressed or implied by these forward-looking statements. This prospectus provides Given these uncertainties, you with should not place undue reliance on these forward-looking statements. These forward-looking statements include, among other things, statements relating to: ● our ability to continue as a general description going concern; ● our ability to secure sufficient funding and alternative source of funding to support our current and proposed operations, which could be more difficult in light of the debt securities we may offer. Each time we use this prospectus to offer debt securities, we will provide one or more prospectus supplements that will contain specific information about the offering and the terms of those debt securities. We may also add, update or change information contained in this prospectus by means of a prospectus supplement or by incorporating by reference information that we file or furnish to the SEC. As allowed by the SEC rules, this prospectus and any accompanying prospectus supplement do not contain all negative impact of the information included COVID-19 pandemic on investor sentiment and investing ability; ● our anticipated growth strategies and our ability to manage the expansion of our business operations effectively; ● our ability to maintain or increase our market share in the registration statement. For further information, competitive markets in which we refer you do business; ● our ability to the registration statementgrow net revenue and increase our gross profit margin; ● our ability to keep up with rapidly changing technologies and evolving industry standards, including its exhibitsour ability to achieve technological advances; ● our dependence on the growth in demand for our products; ● our ability to compete with larger companies with far greater resources than we have; ● our continued ability to obtain raw materials and other supplies for our products at competitive prices and on a timely basis, particularly in light of COVID-19 on our suppliers and supply chain; ● our ability to diversify our product offerings and capture new market opportunities; ● our ability to source our needs for skilled labor, machinery, parts, and raw materials economically; ● our ability to retain key members of our senior management. Statements contained in ● our ability to continue to operate safely and effectively during the COVID-19 outbreak; and ● our dependence on our four major customers. Also, forward-looking statements represent our estimates and assumptions only as of the date of this prospectus or any prospectus supplement about the provisions or contents of any agreement or other document are not necessarily complete. If the SEC’s rules and regulations require that an agreement or document be filed as an exhibit to the registration statement, please see that agreement or document for a complete description of these matters. We are not making an offer to sell the securities in any jurisdiction where the offer or sale is not permittedprospectus. You should carefully read this document and any applicable prospectus supplement and the related exhibits to the registration statement filed with the SEC. You should also read the documents we have referred you to under ‘‘Where You Can Find More Information About Us’’ and ‘‘Incorporation of Documents by Reference’’ below for information on our company, the risks we face and our financial statements. The registration statement and exhibits can be read at the SEC’s website or at the SEC as described under ‘‘Where You Can Find More Information About Us.’’ Unless otherwise indicated or unless the context otherwise requires, references in this prospectus to: • ‘‘Ant Group’’ are to Ant Group Co., Ltd. (formerly known as Ant Financial), a company organized under the laws of the PRC on October 19, 2000 and, as context requires, its consolidated subsidiaries; we hold 33% of the equity interest in Ant Group; • ‘‘China’’ and the ‘‘PRC’’ are to the People’s Republic of China; • ‘‘Hong Kong Stock Exchange’’ are to The Stock Exchange of Hong Kong Limited; • ‘‘NYSE’’ are to the New York Stock Exchange; • ‘‘variable interest entities’’ are to our variable interest entities that are 100% owned by PRC citizens or by PRC entities owned by PRC citizens, where applicable, that hold the Internet content provider licenses, or ICP licenses, or other business operation licenses or approvals, and generally operate the various websites for our Internet businesses or other businesses in which foreign investment is restricted or prohibited, and are consolidated into our consolidated financial statements in accordance with U.S. GAAP as if they were our wholly-owned subsidiaries; • ‘‘we,’’ ‘‘us,’’ ‘‘our company’’ and ‘‘our’’ are to Alibaba Group Holding Limited and its consolidated subsidiaries and its affiliated consolidated entities, including its variable interest entities and their subsidiaries; and • ‘‘US$,’’ ‘‘dollars’’ and ‘‘U.S. dollars’’ are to the legal currency of the United States. All discrepancies in any table between the amounts identified as total amounts and the sum of the amounts listed therein are due to rounding. References in any prospectus supplement to ‘‘the accompanying prospectus’’ are to this prospectus and to ‘‘the prospectus’’ are to this prospectus and the applicable documents that we reference and file as exhibits to this prospectus supplement taken togethercompletely and with the understanding that our actual future results may be materially different from what we expect. Except as required by law, we assume no obligation to update any forward-looking statements publicly, or to update the reasons actual results could differ materially from those anticipated in any forward-looking statements, even if new information becomes available in the future.

Incorporation of Documents by Reference. The SEC allows us to ‘‘“incorporate by reference’’ the ” information that we file with or furnish them. Incorporation by reference allows us to the SEC, which means that we can disclose important information to you by referring you to those documents that are considered other documents. The information incorporated by reference is an important part of the accompanying this prospectus. Information , and information that we file later with or furnish to the SEC in the future and incorporate by reference will automatically update and supersede the previously filed this information. See also ‘‘Incorporation of Certain Documents by Reference’’ We filed a registration statement on Form S-3 under the Securities Act with the SEC with respect to the securities we may offer pursuant to this prospectus. This prospectus omits certain information contained in the accompanying registration statement, as permitted by the SEC. You should refer to the registration statement, including the exhibits, for further information about us and the securities we may offer pursuant to this prospectus. Statements in this prospectus for more informationregarding the provisions of certain documents filed with, or incorporated by reference in, the registration statement are not necessarily complete and each statement is qualified in all respects by that reference. All Copies of all or any part of the registration statement, including the documents incorporated by reference or the exhibits, are available at xxx.xxx.xxx under Alibaba Group Holding Limited, CIK number 0001577552the SEC’s website at xxxx://xxx.xxx.xxx. Each document incorporated The documents we are incorporating by reference is current only as of the date of such document, and the incorporation by reference of such documents shall not create any implication that there has been no change in our affairs since the date thereof or that the information contained therein is current as of any time subsequent to its date. We incorporate by reference the documents listed beloware: • our annual report Annual Report on Form 2010-F K for the fiscal year ended March December 31, 2020, originally 2018 that we filed with the SEC on July 9February 27, 2020 (File No. 001-36614) (2019; • the ‘‘2020 Form 20-F’’)portions of our definitive proxy statement on Schedule 14A that we filed with the SEC on April 30, as updated by 2019 that are deemed “filed” with the SEC under the Exchange Act; • our current report Quarterly Report on Form 610-Q for the fiscal quarter ended March 31, 2019 that we filed with the SEC on May 8, 2019 and our Quarterly Report on Form 10-Q for the fiscal quarter ended June 30, 2019 that we filed with the SEC on August 7, 2019; • our Current Reports on Form 8-K originally furnished to that we filed with the SEC on February 227, 2021 2019, May 8, 2019, June 26, 2019, July 8, 2019, July 24, 2019, August 5, 2019, August 7, 2019 and September 10, 2019 (Exhibit 99.1 except for the information furnished under Items 2.02 or 7.01 and Exhibit 99.2 to the said report supersede Part I, Item 5. Operating and Financial Review and Prospects — A. Operating Results and Part III, Item 18. Financial Statements of the 2020 Form 20-F, respectively, which is incorporated by reference in the accompanying prospectusexhibits furnished thereto); • the description of our current report common stock contained in our Registration Statement on Form 68-K originally furnished to the SEC on February 2, 2021, including Exhibit 99.1 titled ‘‘Updated Part I, Item 5. Operating and Financial Review and Prospects — A. Operating Results, from the Company’s Annual Report on Form 20-F for the year ended March 31, 2020, as filed with the Securities and Exchange Commission on July 9, 2020,’’ and Exhibit 99.2 titled ‘‘Updated Part III, Item 18. Financial Statements, from the Company’s Annual Report on Form 20-F for the year ended March 31, 2020, as filed with the Securities and Exchange Commission on July 9, 2020,’’ which is incorporated by reference in the accompanying prospectus; • our current report on Form 6-K originally furnished to the SEC on February 2, 2021, including Exhibit 99.1 titled ‘‘Operating and Financial Review and Prospects for the six months ended September 30, 2020’’ and Exhibit 99.2 titled ‘‘Unaudited Condensed Consolidated Financial Statements for the six months ended September 30, 2019 and 2020,’’ which is incorporated by reference in the accompanying prospectus; • our current report on Form 6-K originally furnished to the SEC on February 2, 2021, including Exhibit 99.1 titled ‘‘Updated Information Relating to Alibaba Group’’ and Exhibit 99.2 titled ‘‘Updated Risk Factors,’’ A that is identified as being incorporated herein is incorporated by reference herein; • any future annual reports on Form 20-F we filed with the SEC on January 24, 2014, including any amendment or report filed for the purpose of updating such description; and • all reports and other documents subsequently filed by us pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act after the date of this prospectus supplement and prior to the termination or completion of the offering of the securities offered by under this prospectus supplement; and • any future current reports on Form 6-K that we furnish to the SEC after the date of this prospectus supplement that are identified in such reports as being incorporated by reference in this prospectus supplement. As you read the documents incorporated by reference, you may find inconsistencies in information from one document to another. If you find inconsistencies, you should rely on the statements made in the most recent document. Copies of all documents incorporated by reference in this prospectus supplement and the accompanying prospectus, other than exhibits to those documents unless such exhibits are specially incorporated by reference in this prospectus supplement and the accompanying prospectus, will shall be provided at no cost to each person, including any beneficial owner of the Notes, to whom a copy of this prospectus supplement is delivered, on the written or oral request of that person made to: Alibaba Group Holding Limited 26/F Tower One, Times Square 0 Xxxxxxxx Xxxxxx Causeway Bay Hong Kong Telephone: +000 0000-0000 Fax: +000 0000-0000 PROSPECTUS Alibaba Group Holding Limited Debt Securities We may offer and sell debt securities from time to time. We will provide the specific terms of any offering and the offered securities in one or more supplements to this prospectus. Any prospectus supplement may also add, update or change information contained in this prospectus. You should carefully read this prospectus and the applicable prospectus supplement as well as the documents incorporated or deemed to be incorporated by reference in this prospectus before you purchase any and to be a part hereof from the date of filing such reports and other documents. The SEC file number for each of the securities offered herebydocuments listed above is 001-36274. These securities may be offered In addition, all reports and sold in other documents filed by us pursuant to the same offering or in separate offerings; to or through underwriters, dealers, and agents; or directly to purchasers. The names of any underwriters, dealers, or agents involved in Exchange Act after the sale of our securities, their compensation and any overallotment options held by them will be described in the applicable prospectus supplement. For a more complete description date of the plan initial registration statement and prior to effectiveness of distribution of these securities, see the section entitled ‘‘Plan of Distribution’’ beginning on page 26 of this prospectus. Investing in our securities involves certain risks. You should carefully consider the risks described in ‘‘Risk Factors’’ in this prospectus and in any prospectus supplement or any document registration statement shall be deemed to be incorporated by reference into this prospectus. This prospectus may not be used to offer or sell any securities unless accompanied by a prospectus supplement. Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense. TABLE OF CONTENTS Page ABOUT THIS PROSPECTUS 1 FORWARD-LOOKING STATEMENTS 2 OUR COMPANY 3 RISK FACTORS 4 USE OF PROCEEDS 5 DESCRIPTION OF THE DEBT SECURITIES 6 LEGAL OWNERSHIP OF DEBT SECURITIES 21 ENFORCEABILITY OF CIVIL LIABILITIES 23 TAXATION 25 PLAN OF DISTRIBUTION 26 LEGAL MATTERS 28 EXPERTS 29 WHERE YOU CAN FIND MORE INFORMATION ABOUT US 30 INCORPORATION OF DOCUMENTS BY REFERENCE 31 ABOUT THIS PROSPECTUS This prospectus is part of an automatic shelf registration statement that we filed with the Securities and Exchange Commission, or the SEC, as a ‘‘well-known seasoned issuer’’ as defined in Rule 405 under the Securities Act of 1933, as amended, or the Securities Act. By using an automatic shelf registration statement, we may, at any time and from time to time, offer and sell the debt securities described in this prospectus in one or more offerings. This prospectus provides you with a general description of the debt securities we may offer. Each time we use this prospectus to offer debt securities, we will provide one or more prospectus supplements that will contain specific information about the offering and the terms of those debt securities. We may also add, update or change information contained in this prospectus by means of or in a prospectus supplement document incorporated or by incorporating deemed to be incorporated by reference information that we file into this prospectus will be deemed to be modified or furnish superseded for purposes of this prospectus to the SEC. As allowed by the SEC rules, this prospectus and any accompanying prospectus supplement do not contain all of the information included in the registration statement. For further information, we refer you to the registration statement, including its exhibits. Statements extent that a statement contained in this prospectus or any other subsequently filed document that is deemed to be incorporated by reference into this prospectus supplement about modifies or supersedes the provisions statement. Any statement so modified or contents superseded will not be deemed, except as so modified or superseded, to constitute a part of this prospectus. You may request, orally or in writing, a copy of any agreement or other document are all of the documents incorporated herein by reference. These documents will be provided to you at no cost, by contacting: Intra-Cellular Therapies, Inc. 000 Xxxx 00xx Xxxxxx Xxx Xxxx, Xxx Xxxx 00000 Attention: Investor Relations Telephone: (000) 000-0000 You may also access these documents on our website, xxxx://xxx.xxxxxxxxxxxxxxxxxxxxxx.xxx. The information contained on, or that can be accessed through, our website is not necessarily completea part of this prospectus. If the SEC’s rules and regulations require that an agreement or document be filed We have included our website address in this prospectus solely as an exhibit inactive textual reference. You should rely only on information contained in, or incorporated by reference into, this prospectus and any prospectus supplement. We have not authorized anyone to the registration statement, please see provide you with information different from that agreement contained in this prospectus or document for a complete description of these mattersincorporated by reference in this prospectus. We are not making an offer offers to sell the securities in any jurisdiction where the in which such an offer or sale solicitation is not permitted. You should carefully read this document and any applicable prospectus supplement and the related exhibits to the registration statement filed with the SEC. You should also read the documents we have referred you to under ‘‘Where You Can Find More Information About Us’’ and ‘‘Incorporation of Documents by Reference’’ below for information on our company, the risks we face and our financial statements. The registration statement and exhibits can be read at the SEC’s website authorized or at the SEC as described under ‘‘Where You Can Find More Information About Us.’’ Unless otherwise indicated or unless the context otherwise requires, references in this prospectus to: • ‘‘Ant Group’’ are to Ant Group Co., Ltd. (formerly known as Ant Financial), a company organized under the laws of the PRC on October 19, 2000 and, as context requires, its consolidated subsidiaries; we hold 33% of the equity interest in Ant Group; • ‘‘China’’ and the ‘‘PRC’’ are to the People’s Republic of China; • ‘‘Hong Kong Stock Exchange’’ are to The Stock Exchange of Hong Kong Limited; • ‘‘NYSE’’ are to the New York Stock Exchange; • ‘‘variable interest entities’’ are to our variable interest entities that are 100% owned by PRC citizens or by PRC entities owned by PRC citizens, where applicable, that hold the Internet content provider licenses, or ICP licenses, or other business operation licenses or approvals, and generally operate the various websites for our Internet businesses or other businesses in which foreign investment the person making such offer or solicitation is restricted not qualified to do so or prohibitedto anyone to whom it is unlawful to make such offer or solicitation. INTRA-CELLULAR THERAPIES, and are consolidated into our consolidated financial statements in accordance with U.S. GAAP as if they were our wholly-owned subsidiaries; • ‘‘we,’’ ‘‘us,’’ ‘‘our company’’ and ‘‘our’’ are to Alibaba Group Holding Limited and its consolidated subsidiaries and its affiliated consolidated entities, including its variable interest entities and their subsidiaries; and • ‘‘US$,’’ ‘‘dollars’’ and ‘‘U.S. dollars’’ are to the legal currency of the United StatesINC. All discrepancies in any table between the amounts identified as total amounts and the sum of the amounts listed therein are due to rounding. References in any prospectus supplement to ‘‘the accompanying prospectus’’ are to this prospectus and to ‘‘the prospectus’’ are to this prospectus and the applicable prospectus supplement taken together.$75,000,000 Common Stock PROSPECTUS SVB Leerink

Incorporation of Documents by Reference. The SEC allows us to ‘‘incorporate by reference’’ the information we file with or furnish to the SEC, which means that we can disclose important information to you by referring you to those documents that are considered part of the accompanying prospectus. Information that we file with or furnish to the SEC in the future and incorporate by reference will automatically update and supersede the previously filed information. See also ‘‘Incorporation of Certain Documents by Reference’’ in the accompanying prospectus for more information. All of the documents incorporated by reference are available at xxx.xxx.xxx under Alibaba Group Holding Limited, CIK number 0001577552. Each document incorporated by reference is current only as of the date of such document, and the incorporation by reference of such documents shall not create any implication that there has been no change in our affairs since the date thereof or that the information contained therein is current as of any time subsequent to its date. We incorporate by reference the filed documents listed below: • our annual report , except as superseded, supplemented or modified by this prospectus, and any future filings we will make with the SEC under Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act (unless otherwise noted, the SEC file number for each of the documents listed below is 001-36019): ● Annual Report on Form 2010-F K for the fiscal year ended December 31, 2019, filed on March 9, 2020; ● Quarterly Report on Form 10-Q for the quarter ended March 31, 2020, originally filed on May 11, 2020; ● Quarterly Report on Form 10-Q for the quarter ended June 30, 2020, filed on August 10, 2020; ● Definitive Proxy Statement on Schedule 14A, filed on September 24, 2019; ● Current Reports on Form 8-K, filed on January 10, 2020, February 20, 2020, March 9, 2020, May 11, 2020, June 2, 2020 and July 2, 2020 (other than any portions thereof deemed furnished and not filed); and ● The description of our common stock contained in our Form 8-A, filed on March 1, 2017. We also incorporate by reference into this prospectus additional documents (other than current reports furnished under Item 2.02 or Item 7.01 of Form 8-K and exhibits on such form that are related to such items) that we may file with the SEC on July 9, 2020 (File No. 001-36614) (the ‘‘2020 Form 20-F’’under Sections 13(a), as updated by our current report on Form 6-K originally furnished 13(c), 14 or 15(d) of the Exchange Act prior to the SEC on February 2, 2021 (Exhibit 99.1 and Exhibit 99.2 to the said report supersede Part I, Item 5. Operating and Financial Review and Prospects — A. Operating Results and Part III, Item 18. Financial Statements completion or termination of the 2020 Form 20-F, respectively, which is incorporated by reference in the accompanying prospectus); • our current report on Form 6-K originally furnished to the SEC on February 2, 2021offering, including Exhibit 99.1 titled ‘‘Updated Part I, Item 5. Operating and Financial Review and Prospects — A. Operating Results, from the Company’s Annual Report on Form 20-F for the year ended March 31, 2020, as filed with the Securities and Exchange Commission on July 9, 2020,’’ and Exhibit 99.2 titled ‘‘Updated Part III, Item 18. Financial Statements, from the Company’s Annual Report on Form 20-F for the year ended March 31, 2020, as filed with the Securities and Exchange Commission on July 9, 2020,’’ which is incorporated by reference in the accompanying prospectus; • our current report on Form 6-K originally furnished to the SEC on February 2, 2021, including Exhibit 99.1 titled ‘‘Operating and Financial Review and Prospects for the six months ended September 30, 2020’’ and Exhibit 99.2 titled ‘‘Unaudited Condensed Consolidated Financial Statements for the six months ended September 30, 2019 and 2020,’’ which is incorporated by reference in the accompanying prospectus; • our current report on Form 6-K originally furnished to the SEC on February 2, 2021, including Exhibit 99.1 titled ‘‘Updated Information Relating to Alibaba Group’’ and Exhibit 99.2 titled ‘‘Updated Risk Factors,’’ that is identified as being incorporated herein is incorporated by reference herein; • any future annual reports on Form 20-F filed all such documents we may file with the SEC after the date of this prospectus supplement the initial registration statement and prior to the termination effectiveness of the offering of registration statement, but excluding any information deemed furnished and not filed with the securities offered SEC. Any statements contained in a previously filed document incorporated by reference into this prospectus supplement; and • any future current reports on Form 6-K that we furnish is deemed to the SEC after the date be modified or superseded for purposes of this prospectus supplement to the extent that are identified a statement contained in such reports as being this prospectus, or in a subsequently filed document also incorporated by reference herein, modifies or supersedes that statement. This prospectus may contain information that updates, modifies or is contrary to information in this prospectus supplement. As you read one or more of the documents incorporated by reference, you may find inconsistencies in information from one document to another. If you find inconsistencies, you should rely on the statements made in the most recent document. Copies of all documents incorporated by reference in this prospectus. You should rely only on the information incorporated by reference or provided in this prospectus. We have not authorized anyone else to provide you with different information. You should not assume that the information in this prospectus supplement and is accurate as of any date other than the accompanying date of this prospectus, other than exhibits to those or the date of the documents unless such exhibits are specially incorporated by reference in this prospectus supplement and the accompanying prospectus, . We will be provided at no cost provide to each person, including any beneficial owner of the Notesowner, to whom this prospectus is delivered, upon written or oral request, at no cost to the requester, a copy of any and all of the information that is incorporated by reference in this prospectus supplement is deliveredprospectus. You may request, on the written or oral request and we will provide you with, a copy of that person made tothese filings, at no cost, by contacting us at: Alibaba Group Holding Limited 26/F Tower OneInvestor Relations Department Matinas BioPharma Holdings, Times Square 0 Xxxxxxxx Xxxxxx Causeway Bay Hong Kong TelephoneInc. 1545 Route 206 South Suite 302 Bedminster, NJ 07921 Telephone number: +000 0000000-000-0000 Fax: +000 0000-0000 S-10 PROSPECTUS Alibaba Group Holding Limited $200,000,000 Common Stock Preferred Stock Warrants Debt Securities Subscription Rights Units We may offer and sell debt securities sell, from time to time. We will provide the specific terms of any offering and the offered securities time in one or more supplements offerings, any combination of common stock, preferred stock, warrants, debt securities, subscription rights or units having an aggregate initial offering price not exceeding $200,000,000. The preferred stock, warrants, debt securities, subscription rights and units may be convertible or exercisable or exchangeable for common stock or preferred stock or other securities of ours and have not been approved for listing on any market or exchange, and we have not made any application for such listing. Each time we sell a particular class or series of securities, we will provide specific terms of the securities offered in a supplement to this prospectus. Any The prospectus supplement may also add, update or change information contained in this prospectus. You should carefully read this prospectus and the applicable any prospectus supplement supplement, as well as the documents incorporated by reference or deemed to be incorporated by reference in this prospectus before you purchase any of the securities offered hereby. These securities may be offered and sold in the same offering or in separate offerings; to or through underwriters, dealers, and agents; or directly to purchasers. The names of any underwriters, dealers, or agents involved in the sale of our securities, their compensation and any overallotment options held by them will be described in the applicable prospectus supplement. For a more complete description of the plan of distribution of these securities, see the section entitled ‘‘Plan of Distribution’’ beginning on page 26 of this prospectus. Investing in our securities involves certain risks. You should carefully consider the risks described in ‘‘Risk Factors’’ in this prospectus and in any prospectus supplement or any document incorporated by reference into this prospectus, carefully before you invest in any securities. This prospectus may not be used to offer or sell any our securities unless accompanied by a prospectus supplement relating to the offered securities. Our common stock is traded on the NYSE American LLC, or NYSE American, under the symbol “MTNB”. On August 7, 2020, the last reported sales price of our common stock on NYSE American was $0.89 per share. Each prospectus supplement will indicate if the securities offered thereby will be listed on any securities exchange. These securities may be sold directly by us, through dealers or agents designated from time to time, to or through underwriters or dealers or through a combination of these methods on a continuous or delayed basis. See “Plan of Distribution” in this prospectus. We may also describe the plan of distribution for any particular offering of our securities in a prospectus supplement. If any agents, underwriters or dealers are involved in the sale of any securities in respect of which this prospectus is being delivered, we will disclose their names and the nature of our arrangements with them in a prospectus supplement. The net proceeds we expect to receive from any such sale will also be included in a prospectus supplement. Investing in our securities involves various risks. See “Risk Factors” beginning on page 2 of this prospectus and in the applicable prospectus supplement, and in the risks discussed in the documents incorporated by reference in this prospectus and in the applicable prospectus supplement, as they may be amended, updated or modified periodically in our reports filed with the Securities and Exchange Commission. You should carefully read and consider these risk factors before you invest in our securities. Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense. This prospectus is dated July 27, 2020 TABLE OF CONTENTS Page ABOUT THIS PROSPECTUS 1 OUR BUSINESS 1 RISK FACTORS 2 DISCLOSURE REGARDING FORWARD-LOOKING STATEMENTS 2 OUR COMPANY 3 RISK FACTORS 4 USE OF PROCEEDS 4 THE SECURITIES WE MAY OFFER 5 DESCRIPTION OF THE DEBT SECURITIES COMMON STOCK 5 DESCRIPTION OF PREFERRED STOCK 6 LEGAL OWNERSHIP DESCRIPTION OF STOCK WARRANTS 9 DESCRIPTION OF DEBT SECURITIES 21 ENFORCEABILITY 10 DESCRIPTION OF CIVIL LIABILITIES 23 TAXATION 25 SUBSCRIPTION RIGHTS 14 DESCRIPTION OF UNITS 15 PLAN OF DISTRIBUTION 26 17 LEGAL MATTERS 28 19 EXPERTS 29 19 WHERE YOU CAN FIND MORE INFORMATION ABOUT US 30 19 INCORPORATION OF DOCUMENTS BY REFERENCE 31 19 i ABOUT THIS PROSPECTUS This prospectus is part of an automatic a shelf registration statement that we filed with the Securities and Exchange Commission, or Commission (the “SEC, as ”) using a ‘‘well-known seasoned issuer’’ as defined in Rule 405 under the Securities Act of 1933, as amended, or the Securities Act“shelf” registration process. By using an automatic Under this shelf registration statementprocess, we may, at may sell any time and from time to time, offer and sell combination of the debt securities described in this prospectus in one or more offeringsofferings from time to time having an aggregate initial offering price of $200,000,000. This prospectus provides you with a general description of the debt securities we may offer. Each time we use this prospectus to offer debt securities, we will provide one or more you with a prospectus supplements supplement that will contain describes the specific information about the offering amounts, prices and the terms of those debt securitiesthe securities we offer. We The prospectus supplement also may also add, update or change information contained in this prospectus by means of a prospectus supplement or by incorporating by reference information that we file or furnish to the SECprospectus. As allowed by the SEC rules, You should read carefully both this prospectus and any accompanying prospectus supplement do together with additional information described below under the caption “Where You Can Find More Information.” This prospectus does not contain all of the information included provided in the registration statementstatement we filed with the SEC. For further information, we refer you to the registration statementYou should read both this prospectus, including its exhibits. Statements the section titled “Risk Factors,” and the accompanying prospectus supplement, together with the additional information described under the heading “Where You Can Find More Information.” You should rely only on the information contained or incorporated by reference in this prospectus or a prospectus supplement. We have not authorized any prospectus supplement about the provisions or contents of any agreement or other document are not necessarily completeperson to provide you with different information. If the SEC’s rules and regulations require that an agreement anyone provides you with different or document be filed as an exhibit to the registration statementinconsistent information, please see that agreement or document for a complete description of these mattersyou should not rely on it. We are This prospectus is not making an offer to sell the securities, and it is not soliciting an offer to buy securities in any jurisdiction where the offer or sale is not permitted. You should carefully read assume that the information appearing in this document and prospectus or any applicable prospectus supplement and the related exhibits to the registration statement supplement, as well as information we have previously filed with the SEC. You should also read the documents we have referred you to under ‘‘Where You Can Find More Information About Us’’ SEC and ‘‘Incorporation of Documents incorporated by Reference’’ below for information on our companyreference, the risks we face and our financial statements. The registration statement and exhibits can be read at the SEC’s website or at the SEC is accurate as described under ‘‘Where You Can Find More Information About Us.’’ Unless otherwise indicated or unless the context otherwise requires, references in this prospectus to: • ‘‘Ant Group’’ are to Ant Group Co., Ltd. (formerly known as Ant Financial), a company organized under the laws of the PRC date on October 19the front of those documents only. Our business, 2000 andfinancial condition, as context requires, its consolidated subsidiaries; we hold 33% results of the equity interest in Ant Group; • ‘‘China’’ operations and the ‘‘PRC’’ are to the People’s Republic of China; • ‘‘Hong Kong Stock Exchange’’ are to The Stock Exchange of Hong Kong Limited; • ‘‘NYSE’’ are to the New York Stock Exchange; • ‘‘variable interest entities’’ are to our variable interest entities that are 100% owned by PRC citizens or by PRC entities owned by PRC citizens, where applicable, that hold the Internet content provider licenses, or ICP licenses, or other business operation licenses or approvals, and generally operate the various websites for our Internet businesses or other businesses in which foreign investment is restricted or prohibited, and are consolidated into our consolidated financial statements in accordance with U.S. GAAP as if they were our wholly-owned subsidiaries; • ‘‘we,’’ ‘‘us,’’ ‘‘our company’’ and ‘‘our’’ are to Alibaba Group Holding Limited and its consolidated subsidiaries and its affiliated consolidated entities, including its variable interest entities and their subsidiaries; and • ‘‘US$,’’ ‘‘dollars’’ and ‘‘U.S. dollars’’ are to the legal currency of the United States. All discrepancies in any table between the amounts identified as total amounts and the sum of the amounts listed therein are due to rounding. References in any prospectus supplement to ‘‘the accompanying prospectus’’ are to this prospectus and to ‘‘the prospectus’’ are to this prospectus and the applicable prospectus supplement taken togetherprospects may have changed since those dates.

Incorporation of Documents by Reference. The SEC allows us to ‘‘incorporate Xxxxx Beauty is “incorporating by reference’’ the ” in this Offer to Purchase information we file that our parent company, Xxxxx Beauty Holdings, Inc. (“SBH”), files with or furnish to the SEC, which means that we can disclose Xxxxx Beauty is disclosing important information to you by referring you to those documents that are considered part of the accompanying prospectusdocuments. Information that we file with or furnish to the SEC in the future and incorporate by reference will automatically update and supersede the previously filed information. See also ‘‘Incorporation of Certain Documents by Reference’’ in the accompanying prospectus for more information. All of the documents incorporated by reference are available at xxx.xxx.xxx under Alibaba Group Holding Limited, CIK number 0001577552. Each document The information incorporated by reference is current only as of the date of such document, and the incorporation by reference of such documents shall not create any implication that there has been no change in our affairs since the date thereof or that the information contained therein is current as of any time subsequent to its date. We incorporate by reference the documents listed below: • our annual report on Form 20-F for the fiscal year ended March 31, 2020, originally filed with the SEC on July 9, 2020 (File No. 001-36614) (the ‘‘2020 Form 20-F’’), as updated by our current report on Form 6-K originally furnished to the SEC on February 2, 2021 (Exhibit 99.1 and Exhibit 99.2 to the said report supersede Part I, Item 5. Operating and Financial Review and Prospects — A. Operating Results and Part III, Item 18. Financial Statements of the 2020 Form 20-F, respectively, which is incorporated by reference in the accompanying prospectus); • our current report on Form 6-K originally furnished to the SEC on February 2, 2021, including Exhibit 99.1 titled ‘‘Updated Part I, Item 5. Operating and Financial Review and Prospects — A. Operating Results, from the Company’s Annual Report on Form 20-F for the year ended March 31, 2020, as filed with the Securities and Exchange Commission on July 9, 2020,’’ and Exhibit 99.2 titled ‘‘Updated Part III, Item 18. Financial Statements, from the Company’s Annual Report on Form 20-F for the year ended March 31, 2020, as filed with the Securities and Exchange Commission on July 9, 2020,’’ which is incorporated by reference in the accompanying prospectus; • our current report on Form 6-K originally furnished to the SEC on February 2, 2021, including Exhibit 99.1 titled ‘‘Operating and Financial Review and Prospects for the six months ended September 30, 2020’’ and Exhibit 99.2 titled ‘‘Unaudited Condensed Consolidated Financial Statements for the six months ended September 30, 2019 and 2020,’’ which is incorporated by reference in the accompanying prospectus; • our current report on Form 6-K originally furnished to the SEC on February 2, 2021, including Exhibit 99.1 titled ‘‘Updated Information Relating to Alibaba Group’’ and Exhibit 99.2 titled ‘‘Updated Risk Factors,’’ that is identified as being incorporated herein is incorporated by reference herein; • any future annual reports on Form 20-F filed with the SEC after the date considered part of this prospectus supplement and prior Offer to the termination of the offering of the securities offered by this prospectus supplement; and • Purchase. If any future current reports on Form 6-K that we furnish to the SEC after the date of this prospectus supplement that are identified in such reports as being incorporated by reference statement in this prospectus supplement. As you read the documents incorporated by reference, you may find inconsistencies in information from one document Offer to another. If you find inconsistencies, you should rely on the statements made in the most recent document. Copies of all documents incorporated by reference in this prospectus supplement and the accompanying prospectus, other than exhibits to those documents unless such exhibits are specially incorporated by reference in this prospectus supplement and the accompanying prospectus, will be provided at no cost to each person, including any beneficial owner of the Notes, to whom a copy of this prospectus supplement is delivered, on the written or oral request of that person made to: Alibaba Group Holding Limited 26/F Tower One, Times Square 0 Xxxxxxxx Xxxxxx Causeway Bay Hong Kong Telephone: +000 0000-0000 Fax: +000 0000-0000 PROSPECTUS Alibaba Group Holding Limited Debt Securities We may offer and sell debt securities from time to time. We will provide the specific terms of any offering and the offered securities in one or more supplements to this prospectus. Any prospectus supplement may also add, update or change information contained in this prospectus. You should carefully read this prospectus and the applicable prospectus supplement as well as the documents incorporated or deemed to be incorporated by reference in this prospectus before you purchase any of the securities offered hereby. These securities may be offered and sold in the same offering or in separate offerings; to or through underwriters, dealers, and agents; or directly to purchasers. The names of any underwriters, dealers, or agents involved in the sale of our securities, their compensation and any overallotment options held by them will be described in the applicable prospectus supplement. For a more complete description of the plan of distribution of these securities, see the section entitled ‘‘Plan of Distribution’’ beginning on page 26 of this prospectus. Investing in our securities involves certain risks. You should carefully consider the risks described in ‘‘Risk Factors’’ in this prospectus and in any prospectus supplement Purchase or any document incorporated by reference is inconsistent with a statement in another document having a later date, the statement in the document having the later date modifies or supersedes the earlier statement. Any statement so modified or superseded shall not be deemed to constitute a part of this Offer to Purchase, except as so modified or superseded. We incorporate by reference into this prospectus. This prospectus may not be used Offer to offer Purchase the documents listed below and all documents SBH subsequently files with the SEC pursuant to Sections 13(a), 13(c), 14 or sell any securities unless accompanied by a prospectus supplement. Neither 15(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), after the date of this Offer to Purchase until the Offers are completed (other than documents or information deemed to have been furnished and Exchange Commission nor any state securities commission has approved or disapproved of these securities or determined if this prospectus is truthful or complete. Any representation to not filed in accordance with SEC rules):  SBH’s annual report on Form 10-K for the contrary is a criminal offense. TABLE OF CONTENTS Page ABOUT THIS PROSPECTUS 1 FORWARD-LOOKING STATEMENTS 2 OUR COMPANY 3 RISK FACTORS 4 USE OF PROCEEDS 5 DESCRIPTION OF THE DEBT SECURITIES 6 LEGAL OWNERSHIP OF DEBT SECURITIES 21 ENFORCEABILITY OF CIVIL LIABILITIES 23 TAXATION 25 PLAN OF DISTRIBUTION 26 LEGAL MATTERS 28 EXPERTS 29 WHERE YOU CAN FIND MORE INFORMATION ABOUT US 30 INCORPORATION OF DOCUMENTS BY REFERENCE 31 ABOUT THIS PROSPECTUS This prospectus is part of an automatic shelf registration statement that we year ended September 30, 2018, filed with the Securities SEC on November 14, 2018;  SBH’s quarterly report on Form 10-Q for the quarter ended December 31, 2018, filed with the SEC on February 5, 2019;  the information responsive to Part III of Form 10-K for the fiscal year ended September 30, 2018 provided in SBH’s Proxy Statement on Schedule 14A filed on December 19, 2018; and Exchange Commission SBH’s current reports on Form 8-K filed with the SEC on January 31, or the SEC2019, as a ‘‘well-known seasoned issuer’’ as defined in Rule 405 under the Securities Act of 1933January 31, as amended2019, or the Securities Act. By using an automatic shelf registration statementand February 1, we may, at any time and from time to time, offer and sell the debt securities described in this prospectus in one or more offerings. This prospectus provides you with a general description of the debt securities we may offer. Each time we use this prospectus to offer debt securities, we will provide one or more prospectus supplements that will contain specific information about the offering and the terms of those debt securities2019. We may also addwill provide, update without charge, upon written or change information contained in this prospectus by means oral request, a copy of a prospectus supplement any or by incorporating by reference information that we file or furnish to the SEC. As allowed by the SEC rules, this prospectus and any accompanying prospectus supplement do not contain all of the information included in documents that are incorporated by reference into this Offer to Purchase, excluding any exhibits to those documents unless the registration statement. For further information, we refer you to the registration statement, including its exhibits. Statements contained in this prospectus or any prospectus supplement about the provisions or contents of any agreement or other document are not necessarily complete. If the SEC’s rules and regulations require that an agreement or document be filed exhibit is specifically incorporated by reference as an exhibit to the registration statement, please see that agreement or document for a complete description of these matters. We are not making an offer to sell the securities in any jurisdiction where the offer or sale is not permittedthis document. You should carefully read direct requests for documents to: Xxxxx Beauty Holdings, Inc. 0000 Xxxxxxxx Xxxxxxxxx Denton, Texas 76201 Attention: Investor Relations Department Telephone: (000) 000-0000 No person has been authorized to give any information or to make any representation not contained or incorporated by reference in this document and any applicable prospectus supplement and Offer to Purchase and, if given or made, such information or representation may not be relied upon as having been authorized by Xxxxx Xxxxxx, the related exhibits to Dealer Manager, the registration statement filed with Tender Agent or the SECInformation Agent. You should also read rely only on the documents information contained or incorporated by reference into this Offer to Purchase or to which we have referred you. We have not authorized any person to provide you with different information or to under ‘‘Where You Can Find More Information About Us’’ make any representation not contained in this Offer to Purchase. ABOUT XXXXX BEAUTY Xxxxx Beauty Holdings, Inc. (NYSE: SBH) is an international specialty retailer and ‘‘distributor of professional beauty supplies with revenues of approximately $3.9 billion annually. Through the Xxxxx Beauty Supply and Beauty Systems Group businesses, the Company sells and distributes through 5,129 stores, including 180 franchised units, and has operations throughout the United States, Puerto Rico, Canada, Mexico, Chile, Peru, the United Kingdom, Ireland, Belgium, France, the Netherlands, Spain and Germany. Xxxxx Beauty Supply stores offer up to 8,000 products for hair color, hair care, skin care, and nails through proprietary brands such as Ion®, Generic Value Products®, Beyond the Zone® and Silk Elements® as well as professional lines such as Wella®, Clairol®, OPI®, Conair® and Hot Shot Tools®. Beauty Systems Group stores, branded as CosmoProf or Xxxxxxxxx XxXxxx stores, along with its outside sales consultants, sell up to 10,500 professionally branded products including Xxxx Xxxxxxxx®, Wella®, Matrix®, Schwarzkopf®, Kenra®, Goldwell®, Joico® and CHI®, intended for use in salons and for resale by salons to retail consumers. Xxxxx Holdings LLC is a Delaware limited liability company formed in 2006. Xxxxx Capital Inc., a Delaware corporation incorporated in 2006, is a wholly-owned subsidiary of Xxxxx Holdings LLC. Our principal executive offices are located at 0000 Xxxxxxxx Xxxxxxxxx, Xxxxxx, Xxxxx 00000, and our telephone number is (000) 000-0000. Our website can be accessed at xxx.xxxxxxxxxxxxxxxxxxx.xxx. The contents of our website are not part of this Offer to Purchase. For more information on Xxxxx Beauty, see “Incorporation of Documents by Reference’’ below for information on our company, the risks we face and our financial statements. The registration statement and exhibits can be read at the SEC’s website or at the SEC as described under ‘‘Where You Can Find More Information About Us.’’ Unless otherwise indicated or unless the context otherwise requires, references in this prospectus to: • ‘‘Ant Group’’ are to Ant Group Co., Ltd. (formerly known as Ant Financial), a company organized under the laws of the PRC on October 19, 2000 and, as context requires, its consolidated subsidiaries; we hold 33% of the equity interest in Ant Group; • ‘‘China’’ and the ‘‘PRC’’ are to the People’s Republic of China; • ‘‘Hong Kong Stock Exchange’’ are to The Stock Exchange of Hong Kong Limited; • ‘‘NYSE’’ are to the New York Stock Exchange; • ‘‘variable interest entities’’ are to our variable interest entities that are 100% owned by PRC citizens or by PRC entities owned by PRC citizens, where applicable, that hold the Internet content provider licenses, or ICP licenses, or other business operation licenses or approvals, and generally operate the various websites for our Internet businesses or other businesses in which foreign investment is restricted or prohibited, and are consolidated into our consolidated financial statements in accordance with U.S. GAAP as if they were our wholly-owned subsidiaries; • ‘‘we,’’ ‘‘us,’’ ‘‘our company’’ and ‘‘our’’ are to Alibaba Group Holding Limited and its consolidated subsidiaries and its affiliated consolidated entities, including its variable interest entities and their subsidiaries; and • ‘‘US$,’’ ‘‘dollars’’ and ‘‘U.S. dollars’’ are to the legal currency of the United States. All discrepancies in any table between the amounts identified as total amounts and the sum of the amounts listed therein are due to rounding. References in any prospectus supplement to ‘‘the accompanying prospectus’’ are to this prospectus and to ‘‘the prospectus’’ are to this prospectus and the applicable prospectus supplement taken together.”