Form SC 13G - Statement of acquisition of beneficial ownership by individuals
08 Fevereiro 2024 - 8:11AM
Edgar (US Regulatory)
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION |
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Washington, D.C. 20549 |
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SCHEDULE 13G
Under the Securities Exchange Act of 1934
SHARKNINJA, INC.
(Name of Issuer)
Ordinary Shares, par value of $0.0001 per share
(Title of Class of Securities)
G8068L108
(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 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. G8068L108 |
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1 |
Name of Reporting Persons
CJ Xuning Wang |
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2 |
Check the Appropriate Box if a Member of a Group (See Instructions) |
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(a) |
¨ |
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(b) |
¨ |
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3 |
SEC Use Only |
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4 |
Citizenship or Place of Organization
Hong Kong, the People’s Republic of China |
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Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With
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5 |
Sole Voting Power
1,862,811 |
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6 |
Shared Voting Power
74,195,303 |
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7 |
Sole Dispositive Power
1,862,811 |
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8 |
Shared Dispositive Power
74,195,303 |
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9 |
Aggregate Amount Beneficially Owned by Each Reporting Person
76,058,114 ordinary shares(2) |
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10 |
Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) ¨ |
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11 |
Percent of Class Represented by Amount in Row (9)
54.7% (1) |
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12 |
Type of Reporting Person (See Instructions)
IN |
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(1) This
percentage is calculated based on 139,053,220 ordinary shares outstanding reported on SharkNinja, Inc.’s
(the “Issuer”) final prospectus dated December 5, 2023.
(2) Consists
of (i) 62,543,133 ordinary shares held of record by JS Holding Limited Partnership (“JS Holding”) , (ii) 11,652,170
ordinary shares held of record by JS&W Capital SPC (“JS&W Capital”, previously known as “Sol Omnibus SPC”)
and (iii) 1,862,811 ordinary shares held by CJ Xuning Wang. The general partner of JS Holding is ultimately controlled by Mr. Wang.
Mr. Wang also ultimately controls JS&W Capital.
CUSIP No. G8068L108 |
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1 |
Name of Reporting Persons
JS Holding Limited Partnership |
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2 |
Check the Appropriate Box if a Member of a Group (See Instructions) |
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(a) |
¨ |
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(b) |
¨ |
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3 |
SEC Use Only |
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4 |
Citizenship or Place of Organization
Cayman Islands |
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Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With |
5 |
Sole Voting Power
0 |
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6 |
Shared Voting Power
62,543,133 |
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7 |
Sole Dispositive Power
0 |
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8 |
Shared Dispositive Power
62,543,133 |
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9 |
Aggregate Amount Beneficially Owned by Each Reporting Person
62,543,133 ordinary shares(3) |
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10 |
Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) ¨ |
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11 |
Percent of Class Represented by Amount in Row (9)
45.0% (4) |
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12 |
Type of Reporting Person (See Instructions)
PN |
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(3) Consists
of 62,543,133 ordinary shares held of record by JS Holding. The general partner of JS Holding
is ultimately controlled by Mr. Wang.
(4)
This percentage is calculated based on 139,053,220 ordinary shares outstanding reported on Issuer final prospectus dated December 5,
2023.
CUSIP No. G8068L108 |
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1 |
Name of Reporting Persons
JS&W Capital SPC |
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2 |
Check the Appropriate Box if a Member of a Group (See Instructions) |
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(a) |
¨ |
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(b) |
¨ |
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3 |
SEC Use Only |
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4 |
Citizenship or Place of Organization
Cayman Islands |
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Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With |
5 |
Sole Voting Power
0 |
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6 |
Shared Voting Power
11,652,170 |
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7 |
Sole Dispositive Power
0 |
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8 |
Shared Dispositive Power
11,652,170 |
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9 |
Aggregate Amount Beneficially Owned by Each Reporting Person
11,652,170 ordinary shares(5) |
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10 |
Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) ¨ |
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11 |
Percent of Class Represented by Amount in Row (9)
8.4% (6) |
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12 |
Type of Reporting Person (See Instructions)
CO |
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(5) Consists
of 11,652,170 ordinary shares held of record by JS&W Capital. Mr. Wang also ultimately controls JS&W Capital.
(6)
This percentage is calculated based on 139,053,220 ordinary shares outstanding reported on Issuer final prospectus dated December 5,
2023.
Item 1. |
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(a) |
Name of Issuer:
SharkNinja, Inc.
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(b) |
Address of Issuer’s Principal Executive Offices:
89 A Street, Needham, MA 02494
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Item 2. |
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(a) |
Name of Person Filing:
CJ Xuning Wang
JS Holding Limited Partnership
JS&W Capital SPC
(collectively, the “Reporting Persons”) |
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(b) |
Address of Principal Business Office or, if none, Residence:
The address of the principal business office of CJ Xuning Wang is c/o SharkNinja, Inc., 89 A Street, Needham, MA 02494.
The address of the principal business office of JS Holding Limited
Partnership is 29/F, 238 Des Voeux Road Central, Sheung Wan, Hong Kong.
The address of the principal business office of JS&W Capital SPC
is 29/F, 238 Des Voeux Road Central, Sheung Wan, Hong Kong. |
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(c) |
Citizenship:
CJ
Xuning Wang – Hong Kong, the People’s Republic of China
JS Holding Limited Partnership - Cayman Islands.
JS&W Capital SPC - Cayman Islands. |
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(d) |
Title of Class of Securities:
Ordinary shares, par value $0.0001 per share.
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(e) |
CUSIP Number:
G8068L108
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Item 3. |
If this statement is filed pursuant to §§240.13d-1(b), or §§240.13d-2(b) or (c), check whether the person filing is a: |
Not applicable |
Item 4. |
Ownership. |
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(a) |
Amount beneficially owned:
See Item 9 of the respective cover page for the aggregate number
of shares that are beneficially owned by each Reporting Person as of December 31, 2023. |
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(b) |
Percent of class:
See Item 11 of the respective cover page for the percentage of
shares that are beneficially owned by each Reporting Person as of December 31, 2023.
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(c) |
Number of shares as to which the person has:
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(i) |
Sole power to vote or to direct the vote
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(ii) |
Shared power to vote or to direct the vote
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(iii) |
Sole power to dispose or to direct the disposition of
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(iv) |
Shared power to dispose or to direct the disposition of
See Items 5 through 8 of the respective cover page for the number
of shares that are beneficially owned by each Reporting Person as of December 31, 2023 as to which there is sole or shared power
to vote or direct the vote, and sole or shared power to dispose or direct the disposition. |
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Item 5. |
Ownership of Five Percent or Less of a Class.
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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. ¨ |
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Item 6. |
Ownership of More than Five Percent on Behalf of Another Person. |
Not applicable. |
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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. |
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Item 8. |
Identification and Classification of Members of the Group. |
Not applicable. |
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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.
Date: February 8, 2024
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CJ Xuning Wang |
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/s/ CJ Xuning Wang |
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Hezhou Company Limited acting as general partner of JS Holding Limited Partnership |
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By: |
/s/ Xuning Wang |
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Name: |
Xuning Wang |
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Title: |
Director |
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JS&W Capital SPC for and on behalf of and for the account of Sol Omnibus I SP |
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By: |
/s/ Xuning Wang |
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Name: |
Xuning Wang |
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Title: |
Director |
EXHIBIT INDEX
Exhibit 99.1
JOINT FILING AGREEMENT
Pursuant to Rule 13d-1(k)(1) promulgated
under the Securities Exchange Act of 1934, as amended, the undersigned 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 $0.0001 per share, of SharkNinja, 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 February 8, 2024.
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CJ Xuning Wang |
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/s/ CJ Xuning Wang |
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Hezhou Company Limited acting as general partner of JS Holding Limited Partnership |
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By: |
/s/ Xuning Wang |
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Name: |
Xuning Wang |
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Title: |
Director |
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JS&W Capital SPC for and on behalf of and for the account of Sol Omnibus I SP |
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By: |
/s/ Xuning Wang |
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Name: |
Xuning Wang |
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Title: |
Director |
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