UNITED STATES
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, par value US$0.05 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) | |
| x | 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 | SCHEDULE 13G | Page 1 of 3 Pages |
| 1 |
NAMES OF REPORTING PERSONS
Hua Yuan International Limited
| ||
| 2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ¨ (b) ¨ | ||
| 3 |
SEC USE ONLY
| ||
| 4 |
CITIZENSHIP OR PLACE OF ORGANIZATION Hong Kong SAR
| ||
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
|
5 |
SOLE VOTING POWER 438,990 (1)
| |
| 6 |
SHARED VOTING POWER 0
| ||
| 7 |
SOLE DISPOSITIVE POWER 438,990 (1)
| ||
| 8 |
SHARED DISPOSITIVE POWER 0
| ||
| 9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 438,990 (1)
| ||
| 10 |
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ¨
¨ | ||
| 11 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 1.4% (1) (2)
| ||
| 12 |
TYPE OF REPORTING PERSON CO
| ||
(1) The sole director of the reporting person has the sole voting and investment power over the shares of the Issuer held directly by the reporting person. The reporting person's sole director disclaims the beneficial ownership of the shares of the Issuer held by the reporting person, except to the extent of any pecuniary interest therein.
(2) Based upon 31,427,017 Class A Ordinary Shares outstanding as of September 30, 2023 as reported in the current report on Form 6-K furnished by the Issuer with the U.S. Securities and Exchange Commission on November 30, 2023.
| CUSIP No. G38644 103 | SCHEDULE 13G | Page 2 of 3 Pages |
| 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 Persons Filing: |
This Schedule 13G is filed by and on behalf of Hua Yuan International Limited.
| Item 2(b) | Address of Principal Business Office or, If None, Residence |
The address of the principal business office of the reporting person is Room 8201, 82/F, International Commerce Centre, 1 Austin Road, West KL, Hong Kong SAR.
| Item 2(c) | Citizenship |
Hong Kong SAR
| Item 2(d) | Title of Class of Securities: |
Class A ordinary shares, par value US$0.05 per share
| Item 2(e) | CUSIP Number: |
G38644 103
| Item 3. | Statement Filed Pursuant to Rule 13d-1(b) or 13d-2(b) or (c): |
Not applicable.
| Item 4. | Ownership |
The information for each reporting person contained in rows 5-11 of the cover pages and Item 2(a) is incorporated herein by reference.
| 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 five percent of the class of securities, check the following x.
| Item 6. | Ownership of More Than Five Percent on Behalf of Another Person |
Not applicable.
| CUSIP No. G38644 103 | SCHEDULE 13G | Page 3 of 3 Pages |
| Item 7. | Identification and Classification of 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.
Schedule 13G
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 30, 2024
| Hua Yuan International Limited | ||
| By: | /s/ Chengwei Liu | |
| Name: | Chengwei Liu | |
| Title: | Director | |