SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. 1)*
GigaCloud Technology Inc
(Name of Issuer)
Class A Ordinary shares, $0.05 par value per share
(Title of Class of Securities)
G38644 103
(CUSIP Number)
December 31, 2023
(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 disclosures provided in a prior cover page. |
The information required on 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 | Page 1 |
| 1 |
Name of Reporting Person
JD.com, Inc. | |||||
| 2 | Check the Appropriate Box if a Member of a Group (a) ☐ (b) ☐
| |||||
| 3 | SEC Use Only
| |||||
| 4 | Citizenship or Place of Organization
Cayman Islands | |||||
| Number of Shares Beneficially Owned by Each Reporting Person With |
5 | Sole Voting Power
0 | ||||
| 6 | Shared Voting Power
0 | |||||
| 7 | Sole Dispositive Power
0 | |||||
| 8 | Shared Dispositive Power
0 | |||||
| 9 |
Aggregate Amount Beneficially Owned by Each Reporting Person
0 | |||||
| 10 | Check if the Aggregate Amount in Row (9) Excludes Certain Shares
☐ | |||||
| 11 | Percent of Class Represented by Amount in Row 9
0% | |||||
| 12 | Type of Reporting Person
CO | |||||
| CUSIP No. G38644 103 | Page 2 |
| 1 |
Name of Reporting Person
JD.com Investment Limited | |||||
| 2 | Check the Appropriate Box if a Member of a Group (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
0 | ||||
| 6 | Shared Voting Power
0 | |||||
| 7 | Sole Dispositive Power
0 | |||||
| 8 | Shared Dispositive Power
0 | |||||
| 9 |
Aggregate Amount Beneficially Owned by Each Reporting Person
0 | |||||
| 10 | Check if the Aggregate Amount in Row (9) Excludes Certain Shares
☐ | |||||
| 11 | Percent of Class Represented by Amount in Row 9
0% | |||||
| 12 | Type of Reporting Person
CO | |||||
| CUSIP No. G38644 103 | Page 3 |
| 1 |
Name of Reporting Person
Honeysuckle Creek Limited | |||||
| 2 | Check the Appropriate Box if a Member of a Group (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
0 | ||||
| 6 | Shared Voting Power
0 | |||||
| 7 | Sole Dispositive Power
0 | |||||
| 8 | Shared Dispositive Power
0 | |||||
| 9 |
Aggregate Amount Beneficially Owned by Each Reporting Person
0 | |||||
| 10 | Check if the Aggregate Amount in Row (9) Excludes Certain Shares
☐ | |||||
| 11 | Percent of Class Represented by Amount in Row 9
0% | |||||
| 12 | Type of Reporting Person
CO | |||||
| CUSIP No. G38644 103 | Page 4 |
| Item 1(a). | Name of Issuer: |
GigaCloud Technology Inc (the “Issuer”)
| Item 1(b). | Address of Issuer’s Principal Executive Offices: |
4388 Shirley Avenue, El Monte, CA 91731, USA
| Item 2(a). | Name of Person Filing: |
JD.com, Inc.;
JD.com Investment Limited; and
Honeysuckle Creek Limited (collectively, the “Reporting Persons”)
| Item 2(b). | Address of Principal Business Office or, if none, Residence: |
The address of the Reporting Persons is c/o 20th Floor, Building A, No. 18 Kechuang 11 Street, Yizhuang Economic and Technological Development Zone, Daxing District, Beijing 101111, the People’s Republic of China
| Item 2(c) | Citizenship: |
JD.com, Inc. – Cayman Islands
JD.com Investment Limited – British Virgin Islands
Honeysuckle Creek Limited – British Virgin Islands
| Item 2(d). | Title of Class of Securities: |
Class A ordinary shares, $0.05 par value per share
The Issuer’s ordinary shares consist of Class A ordinary shares and Class B ordinary shares. Holders of the Class A ordinary shares and holders of the Class B ordinary shares have the same rights, except for voting and conversion rights. In respect of matters requiring a shareholders’ vote, each Class A ordinary share will be entitled to one vote and each Class B ordinary share will be entitled to ten votes. The Class A ordinary shares and Class B ordinary shares vote together as a single class on all matters submitted to a vote of the Issuer’s shareholders, except as may otherwise be required by law. Each Class B ordinary share will be convertible into one Class A ordinary share at any time, by the holder thereof. Class A ordinary shares will not be convertible into Class B ordinary shares at any time, under any circumstances.
| Item 2(e). | CUSIP Number: |
G38644 103
| Item 3. | If this statement is filed pursuant to §§ 240.13d-1(b), or 240.13d-2(b) or (c), check whether the persons 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 associations 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 § 240.13d-1(b)(1)(ii)(J); | ||
| (k) | ☐ | Group, in accordance with § 240.13d-1(b)(1)(ii)(K). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J), please specify the type of institution: ____ |
Not applicable
| CUSIP No. G38644 103 | Page 5 |
| Item 4. | Ownership: |
| Reporting Person |
Amount beneficially owned |
Percent of class |
Percent of aggregate voting power |
Sole power to vote or 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 |
|||||||||||||||||||||
| JD.com, Inc. |
0 | 0 | % | 0 | % | 0 | 0 | 0 | 0 | |||||||||||||||||||
| JD.com Investment Limited |
0 | 0 | % | 0 | % | 0 | 0 | 0 | 0 | |||||||||||||||||||
| Honeysuckle Creek Limited |
0 | 0 | % | 0 | % | 0 | 0 | 0 | 0 | |||||||||||||||||||
| Item 5. | Ownership of Five Percent or Less of a Class: |
If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than 5 percent of the class of securities, check the following ☒
| 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
| Item 9. | Notice of Dissolution of Group: |
Not applicable
| Item 10. | Certifications: |
Not applicable
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
Dated: January 26, 2024
| JD.com, Inc. | ||
| By: | /s/ Ian Su Shan | |
| Name: Ian Su Shan | ||
| Title: Chief Financial Officer | ||
| JD.com Investment Limited | ||
| By: | /s/ Nani Wang | |
| Name: Nani Wang | ||
| Title: Director | ||
| Honeysuckle Creek Limited | ||
| By: | /s/ Nani Wang | |
| Name: Nani Wang | ||
| Title: Director | ||
LIST OF EXHIBITS
| Exhibit No. | Description | |
| 99.1 | Joint Filing Agreement | |
EXHIBIT 99.1
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 ordinary shares, par value of $0.05 per share, of GigaCloud Technology Inc, a Cayman Islands company, 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.
IN WITNESS WHEREOF, the undersigned hereby execute this Agreement as of January 26, 2024.
| JD.com, Inc. | ||
| By: | /s/ Ian Su Shan | |
| Name: Ian Su Shan | ||
| Title: Chief Financial Officer | ||
| JD.com Investment Limited | ||
| By: | /s/ Nani Wang | |
| Name: Nani Wang | ||
| Title: Director | ||
| Honeysuckle Creek Limited | ||
| By: | /s/ Nani Wang | |
| Name: Nani Wang | ||
| Title: Director | ||