UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. )*
GigaCloud Technology Inc
(Name of Issuer)
Class A Ordinary Shares, par value US$0.05 per share
(Title of Class of Securities)
G38644 103
(CUSIP Number)
December 31, 2022
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
☐ Rule 13d-1(b)
☐ Rule 13d-1(c)
☒ Rule 13d-1(d)
| * | The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page. |
The information required in the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
| CUSIP No. G38644 103 | SCHEDULE 13G | Page 1 of 9 |
| 1. |
Names of Reporting Persons
Lei Wu | |||||
| 2. | Check the Appropriate Box if a Member of a Group (See Instructions)
(a) ☐ (b) ☐ | |||||
| 3. | SEC Use Only
| |||||
| 4. | Citizenship or Place of Organization
Hong Kong | |||||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
5. | Sole Voting Power
9,326,732 | ||||
| 6. | Shared Voting Power
0 | |||||
| 7. | Sole Dispositive Power
9,326,732 | |||||
| 8. | Shared Dispositive Power
0 | |||||
| 9. |
Aggregate Amount Beneficially Owned by Each Reporting Person
9,326,732 | |||||
| 10. | Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)
☐ | |||||
| 11. | Percent of Class Represented by Amount in Row (9)
22.9% | |||||
| 12. | Type of Reporting Person (See Instructions)
IN | |||||
| CUSIP No. G38644 103 | SCHEDULE 13G | Page 2 of 9 |
| 1. |
Names of Reporting Persons
Shan Lao Hu Tong LLC | |||||
| 2. | Check the Appropriate Box if a Member of a Group (See Instructions)
(a) ☐ (b) ☐ | |||||
| 3. | SEC Use Only
| |||||
| 4. | Citizenship or Place of Organization
Delaware | |||||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
5. | Sole Voting Power
9,171,852 | ||||
| 6. | Shared Voting Power
0 | |||||
| 7. | Sole Dispositive Power
9,171,852 | |||||
| 8. | Shared Dispositive Power
0 | |||||
| 9. |
Aggregate Amount Beneficially Owned by Each Reporting Person
9,171,852 | |||||
| 10. | Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)
☐ | |||||
| 11. | Percent of Class Represented by Amount in Row (9)
22.6% | |||||
| 12. | Type of Reporting Person (See Instructions)
CO | |||||
| CUSIP No. G38644 103 | SCHEDULE 13G | Page 3 of 9 |
| 1. |
Names of Reporting Persons
Ji Xiang Hu Tong Holdings Limited | |||||
| 2. | Check the Appropriate Box if a Member of a Group (See Instructions)
(a) ☐ (b) ☐ | |||||
| 3. | SEC Use Only
| |||||
| 4. | Citizenship or Place of Organization
British Virgin Islands | |||||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
5. | Sole Voting Power
9,171,852 | ||||
| 6. | Shared Voting Power
0 | |||||
| 7. | Sole Dispositive Power
9,171,852 | |||||
| 8. | Shared Dispositive Power
0 | |||||
| 9. |
Aggregate Amount Beneficially Owned by Each Reporting Person
9,171,852 | |||||
| 10. | Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)
☐ | |||||
| 11. | Percent of Class Represented by Amount in Row (9)
22.6% | |||||
| 12. | Type of Reporting Person (See Instructions)
CO | |||||
| CUSIP No. G38644 103 | SCHEDULE 13G | Page 4 of 9 |
| 1. |
Names of Reporting Persons
TALENT BOOM GROUP LIMITED | |||||
| 2. | Check the Appropriate Box if a Member of a Group (See Instructions)
(a) ☐ (b) ☐ | |||||
| 3. | SEC Use Only
| |||||
| 4. | Citizenship or Place of Organization
British Virgin Islands | |||||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
5. | Sole Voting Power
154,880 | ||||
| 6. | Shared Voting Power
0 | |||||
| 7. | Sole Dispositive Power
154,880 | |||||
| 8. | Shared Dispositive Power
0 | |||||
| 9. |
Aggregate Amount Beneficially Owned by Each Reporting Person
154,880 | |||||
| 10. | Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)
☐ | |||||
| 11. | Percent of Class Represented by Amount in Row (9)
0.5% | |||||
| 12. | Type of Reporting Person (See Instructions)
CO | |||||
| CUSIP No. G38644 103 | SCHEDULE 13G | Page 5 of 9 |
| Item 1(a). | Name of Issuer: |
GigaCloud Technology Inc
| Item 1(b). | Address of Issuer’s Principal Executive Offices: |
Unit A, 12/F, Shun Ho Tower, 24-30 Ice House Street, Central, Hong Kong
| Item 2(a). | Name of Person Filing: |
Lei Wu (“Mr. Wu”)
Shan Lao Hu Tong LLC
Ji Xiang Hu Tong Holdings Limited
TALENT BOOM GROUP LIMITED
| Item 2(b). | Address or Principal Business Office or, if None, Residence: |
Mr. Wu’s principal business office is located at Unit A, 12/F, Shun Ho Tower, 24-30 Ice House Street, Central, Hong Kong.
The registered address of Shan Lao Hu Tong LLC is 651 N. Broad St., Suite 206, Middletown, DE 19709, Delaware, U.S.A.
The registered address of Ji Xiang Hu Tong Holdings Limited and TALENT BOOM GROUP LIMITED is Vistra Corporate Services Centre, Wickhams Cay II, Road Town, Tortola, VG1110, British Virgin Islands.
| Item 2©. | Citizenship: |
Lei Wu - Hong Kong
Shan Lao Hu Tong LLC - Delaware
Ji Xiang Hu Tong Holdings Limited - British Virgin Islands
TALENT BOOM GROUP LIMITED - British Virgin Islands
| Item 2(d). | Title of Class of Securities: |
Class A ordinary shares, par value US$0.05 per share (“Class A Ordinary Shares”).
| Item 2(e). | CUSIP Number: |
G38644 103.
| Item 3. | If this statement is filed pursuant to Rule 13d-1(b) or 13d-2(b) or (c), check whether the person filing is a: |
| (a) | ☐ | Broker or dealer registered under Section 15 of the Act (15 U.S.C. 78o); | ||
| (b) | ☐ | Bank as defined in Section 3(a)(6) of the Act (15 U.S.C. 78c); | ||
| (c) | ☐ | Insurance company as defined in Section 3(a)(19) of the Act (15 U.S.C. 78c); | ||
| (d) | ☐ | Investment company registered under Section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8); | ||
| (e) | ☐ | An investment adviser in accordance with §240.13d-1(b)(1)(ii)(E); | ||
| (f) | ☐ | An employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F); | ||
| (g) | ☐ | A parent holding company or control person in accordance with §240.13d-1(b)(1)(ii)(G); | ||
| (h) | ☐ | A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813); | ||
| (i) | ☐ | A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3); | ||
| (j) | ☐ | A non-U.S. institution in accordance with Rule 13d-1(b)(1)(ii)(J); | ||
| (k) | ☐ | Group, in accordance with Rule 13d-1(b)(1)(ii)(K). |
| CUSIP No. G38644 103 | SCHEDULE 13G | Page 6 of 9 |
Not applicable.
| Item 4. | Ownership. |
(a) to (c)
The ownership information presented below represents beneficial ownership of Class A Ordinary Shares as of the date of December 31, 2022, based upon 31,357,814 Class A Ordinary Shares outstanding as of September 30, 2022, as disclosed in the current report on Form 6-K furnished by the Issuer with the U.S. Securities and Exchange Commission on November 30, 2022.
| Number of shares as to which the person has: | ||||||||||||||||||||||||
| Reporting Person |
Amount beneficially owned |
Percent of class: |
Sole power to vote or to direct the vote: |
Shared power to vote or to direct the vote: |
Sole power to dispose or to direct the disposition of: |
Shared power to dispose or to direct the disposition of: |
||||||||||||||||||
| Lei Wu |
9,326,732 | 22.9 | % | 9,326,732 | 0 | 9,326,732 | 0 | |||||||||||||||||
| Shan Lao Hu Tong LLC |
9,171,852 | 22.6 | % | 9,171,852 | 0 | 9,171,852 | 0 | |||||||||||||||||
| Ji Xiang Hu Tong Holdings Limited |
9,171,852 | 22.6 | % | 9,171,852 | 0 | 9,171,852 | 0 | |||||||||||||||||
| TALENT BOOM GROUP LIMITED |
154,880 | 0.5 | % | 154,880 | 0 | 154,880 | 0 | |||||||||||||||||
As of December 31, 2022, Mr. Wu’s beneficial ownership included (i), 9,171,852 Class B ordinary shares, par value of US$0.05 per share, of the Issuer (“Class B Ordinary Shares”) held of record by Ji Xiang Hu Tong Holdings Limited and (ii) 154,880 Class B Ordinary Shares held of record by TALENT BOOM GROUP LIMITED. Mr. Wu is the sole member and sole manager of a limited liability company, Shan Lao Hu Tong LLC, that is the sole shareholder of Ji Xiang Hu Tong Holdings Limited. Mr. Wu also controls TALENT BOOM GROUP LIMITED. As a result of these relationships, Mr. Wu may be deemed to be the beneficial owner of the securities held of record by Ji Xiang Hu Tong Holdings Limited and TALENT BOOM GROUP LIMITED.
The Class B Ordinary Shares are convertible at any time at the option of the holder into an equal number of Class A Ordinary Shares.
| Item 5. | Ownership of Five Percent or Less of a Class. |
Not applicable.
| Item 6. | Ownership of More than Five Percent on Behalf of Another Person. |
Not applicable.
| Item 7. | Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person. |
Not applicable.
| Item 8. | Identification and Classification of Members of the Group. |
Not applicable.
| CUSIP No. G38644 103 | SCHEDULE 13G | Page 7 of 9 |
| Item 9. | Notice of Dissolution of Group. |
Not applicable.
| Item 10. | Certification. |
Not applicable.
| CUSIP No. G38644 103 | SCHEDULE 13G | Page 8 of 9 |
SIGNATURE
After reasonable inquiry and to the best of the undersigned’s knowledge and belief, the undersigned certify that the information set forth in this statement is true, complete and correct.
Date: February 9, 2023
| /s/ Lei Wu | ||
| Lei Wu | ||
| Shan Lao Hu Tong LLC | ||
| By: | /s/ Lei Wu | |
| Name: Lei Wu | ||
| Title: Member | ||
| Ji Xiang Hu Tong Holdings Limited | ||
| By: | /s/ Lei Wu | |
| Name: Lei Wu | ||
| Title: Director | ||
| TALENT BOOM GROUP LIMITED | ||
| By: | /s/ Lei Wu | |
| Name: Lei Wu | ||
| Title: Director | ||
[Signature Page to Schedule 13G]
| CUSIP No. G38644 103 | SCHEDULE 13G | Page 9 of 9 |
LIST OF EXHIBITS
| Exhibit No. |
Description | |
| A | Joint Filing Agreement | |
Exhibit A
JOINT FILING AGREEMENT
In accordance with Rule 13d-1(k) promulgated under the Securities Exchange Act of 1934, as amended, the undersigned hereby agree to the joint filing with all other Reporting Persons (as such term is defined in the Schedule 13G referred to below) on behalf of each of them of a statement on Schedule 13G (including amendments thereto) with respect to the Class A ordinary shares, par value US$0.05 per share, of GigaCloud Technology Inc, a Cayman Islands exempted company with limited liability, and that this Agreement may be included as an Exhibit to such joint filing. This Agreement may be executed in any number of counterparts, all of which taken together shall constitute one and the same instrument.
[Signature page to follow]
SIGNATURE
IN WITNESS WHEREOF, the undersigned hereby execute this Agreement as of February 9, 2023.
| /s/ Lei Wu | ||
| Lei Wu | ||
| Shan Lao Hu Tong LLC | ||
| By: | /s/ Lei Wu | |
| Name: Lei Wu | ||
| Title: Member | ||
| Ji Xiang Hu Tong Holdings Limited | ||
| By: | /s/ Lei Wu | |
| Name: Lei Wu | ||
| Title: Director | ||
| TALENT BOOM GROUP LIMITED | ||
| By: | /s/ Lei Wu | |
| Name: Lei Wu | ||
| Title: Director | ||
[Signature Page to 13G Joint Filing Agreement]