UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
(Rule 13d-102)
Information to be Included in Statements Filed Pursuant to § 240.13d-1(b),
(c) and (d) and Amendments Thereto Filed Pursuant to § 240.13d-2
Under the Securities Exchange Act of 1934
(Amendment No. 1)*
Smart Share
Global Limited
(Name of Issuer)
Ordinary shares,
par value of $0.0001 per share
(Title of Class of Securities)
83193E 102**
(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)
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.
** CUSIP number 83193E 102 has been assigned to the American Depositary
Shares (“ADSs”) of Smart Share Global Limited (the “Issuer”), which are quoted on the Nasdaq Global Select Market
under the symbol “EM.” Each ADS represents two Class A ordinary shares of the Issuer. There is no CUSIP number assigned
to the Class A ordinary shares.
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).
1 |
Name of Reporting Person
Mars Guangyuan Cai |
2 |
Check the Appropriate Box if a Member of a Group
(a) ¨
(b) ¨
|
3 |
SEC Use Only
|
4 |
Citizenship
People’s Republic of China
|
Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With: |
5 |
Sole Voting Power
43,762,573(1)
|
6 |
Shared Voting Power
0
|
7 |
Sole Dispositive Power
43,762,573(1)
|
8 |
Shared Dispositive Power
0
|
9 |
Aggregate Amount Beneficially Owned by Each Reporting Person 43,762,573(1)
|
10 |
Check if the
Aggregate Amount in Row (9) Excludes Certain Shares ¨
|
11 |
Percent of Class Represented by Amount in Row (9)
8.4%. The voting power of the shares beneficially owned represent 33.5% of the total outstanding voting power(2)
|
12 |
Type of Reporting Person
IN
|
(1) Represents (i) 39,270,000 Class B ordinary shares, 3,280,073
Class A ordinary shares and 212,500 Class A ordinary shares issuable upon the exercise of options within 60 days of December 31,
2022, held by Smart Share Holdings Limited, a British Virgin Islands company wholly owned by Mars Guangyuan Cai, and (ii) 1,000,000
Class A ordinary shares issuable upon the vesting of restricted share units held by Mars Guangyuan Cai within 60 days of December 31,
2022. The registered address of Smart Share Holdings Limited is Start Chambers, Wickham’s Cay II, P.O. Box 2221, Road Town,
Tortola, British Virgin Islands. The business address of Mars Guangyuan Cai is 6th Floor, 799 Tianshan W Road, Changning District, Shanghai
200335, People’s Republic of China.
(2) The percentage of class of securities beneficially owned by the reporting
person and the voting power represented thereby are based on a total of 518,364,035 issued and outstanding Class A and Class B
ordinary shares (being the sum of 444,390,065 Class A ordinary shares (excluding 8,508,112 Class A ordinary shares in the form
of ADSs held as treasury shares and reserved for future issuance upon the exercising or vesting of awards granted under the Issuer’s
share incentive plans), with each being entitled to one vote, and 73,973,970 Class B ordinary shares, with each being entitled to
ten (10) votes) of the Issuer as a single class as of December 31, 2022.
1 |
Name of Reporting Person
Smart Share Holdings Limited |
2 |
Check the Appropriate Box if a Member of a Group
(a) ¨
(b) ¨
|
3 |
SEC Use Only
|
4 |
Place of Organization
British Virgin Islands
|
Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With: |
5 |
Sole Voting Power
42,762,573(1)
|
6 |
Shared Voting Power
0
|
7 |
Sole Dispositive Power
42,762,573(1)
|
8 |
Shared Dispositive Power
0
|
9 |
Aggregate Amount Beneficially Owned by Each Reporting Person 42,762,573(1)
|
10 |
Check if the
Aggregate Amount in Row (9) Excludes Certain Shares ¨
|
11 |
Percent of Class Represented by Amount in Row (9) 8.2%. The voting power of the shares beneficially owned represent 33.5% of the total outstanding voting power.(2)
|
12 |
Type of Reporting Person
CO
|
(1) Represents 39,270,000 Class B ordinary shares, 3,280,073 Class A
ordinary shares and 212,500 Class A ordinary shares issuable upon the exercise of options within 60 days of December 31, 2022,
held by Smart Share Holdings Limited, a British Virgin Islands company. The registered address of Smart Share Holdings Limited is Start
Chambers, Wickham’s Cay II, P.O. Box 2221, Road Town, Tortola, British Virgin Islands.
(2) The percentage of class of securities beneficially owned by the reporting
person and the voting power represented thereby are based on a total of 518,364,035 issued and outstanding Class A and Class B
ordinary shares (being the sum of 444,390,065 Class A ordinary shares (excluding 8,508,112 Class A ordinary shares in the form
of ADSs held as treasury shares and reserved for future issuance upon the exercising or vesting of awards granted under the Issuer’s
share incentive plans), with each being entitled to one vote, and 73,973,970 Class B ordinary shares, with each being entitled to
ten (10) votes) of the Issuer as a single class as of December 31, 2022.
Item 1(a). | Name
of Issuer: |
Smart Share Global Limited
Item 1(b). | Address of Issuer’s Principal Executive Offices: |
6th Floor, 799 Tianshan W Road
Changning District, Shanghai 200335
People’s Republic of China
Item 2(a). | Name of Person Filing: |
Mars Guangyuan Cai
Smart Share Holdings Limited
Item 2(b). | Address of Principal Business Office, or, if none, Residence: |
Mars Guangyuan Cai
6th Floor, 799 Tianshan W Road
Changning District, Shanghai 200335
People’s Republic of China
Smart Share Holdings Limited
Start Chambers, Wickham’s Cay II, P.O. Box 2221, Road Town
Tortola, British Virgin Islands
Mars Guangyuan Cai — People’s Republic of China
Smart Share Holdings Limited — British Virgin Islands
Item 2(d). | Title of Class of Securities: |
Ordinary shares, par value $0.0001 per share, of the Issuer.
The Issuer’s ordinary shares consist of Class A ordinary
shares and Class B ordinary shares. The rights of the holders of Class A ordinary shares and Class B ordinary shares are
identical, except with respect to conversion rights and voting rights. Each Class B ordinary shares is convertible at the option
of the holder at any time into Class A ordinary shares on a one-for-one basis. Class A ordinary shares are not convertible into
Class B ordinary shares under any circumstance. Each Class B ordinary share is entitled to ten (10) votes per share, whereas
each Class A ordinary share is entitled to one vote per share.
83193E 102
This CUSIP number applies to the ADSs, each ADS representing two Class A
ordinary shares of the Issuer. There is no CUSIP number assigned to the Class A ordinary shares.
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: |
Not applicable
The following information with respect to the ownership of the ordinary
shares of the Issuer by each of the reporting persons is provided as of December 31, 2022:
| |
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 | |
Mars Guangyuan Cai | |
| 43,762,573 | (1) | |
| 8.4 | %(2) | |
| 33.5 | %(3) | |
| 43,762,573 | (1) | |
0 | | |
| 43,762,573 | (1) | |
0 | |
Smart Share Holdings Limited | |
| 42,762,573 | (4) | |
| 8.2 | %(2) | |
| 33.5 | %(3) | |
| 42,762,573 | (4) | |
0 | | |
| 42,762,573 | (4) | |
0 | |
(1) | Represents (i) 39,270,000 Class B ordinary shares, 3,280,073
Class A ordinary shares and 212,500 Class A ordinary shares issuable upon the exercise of
options within 60 days of December 31, 2022, held by Smart Share Holdings Limited, a British Virgin
Islands company wholly owned by Mars Guangyuan Cai, and (ii) 1,000,000 Class A ordinary shares
issuable upon the vesting of restricted share units held by Mars Guangyuan Cai within 60 days of December 31,
2022. |
(2) | The
percentage of the class of securities beneficially owned by each reporting person is based
on a total of 518,364,035 issued and outstanding Class A and Class B ordinary shares,
being the sum of 444,390,065 Class A ordinary shares (excluding 8,508,112
Class A ordinary shares in the form of ADSs held as treasury shares and reserved for
future issuance upon the exercising or vesting of awards granted under the Issuer’s
share incentive plans) and 73,973,970 Class B
ordinary shares, of the Issuer as a single class as of December 31, 2022. In computing
the percentage ownership of the reporting persons, we have included shares that the reporting
persons have the right to acquire within 60 days, including through the exercise of any option,
warrant or other right or the conversion of any other security, after December 31, 2022. |
(3) | For each reporting person, percentage of
aggregate voting power is calculated by dividing the voting power beneficially owned by such reporting
person by the voting power of all of the Issuer’s issued and outstanding Class A ordinary
shares and Class B ordinary shares as a single class as of December 31, 2022. |
(4) | Represents 39,270,000 Class B ordinary shares, 3,280,073 Class A
ordinary shares and 212,500 Class A ordinary shares issuable upon the exercise of options within
60 days of December 31, 2022, held by Smart Share Holdings Limited, a
British Virgin Islands company. |
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
Item 9. | Notice of Dissolution of Group: |
Not applicable
Not applicable
LIST OF EXHIBITS
Exhibit 99.1 — Joint Filing Agreement (incorporated by reference to Exhibit 99.1 to Schedule 13G filed on February 11, 2022 by the reporting persons with the Securities and Exchange Commission)
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: February 10, 2023
|
|
Mars Guangyuan Cai |
|
|
|
|
|
|
|
|
/s/ Mars Guangyuan Cai |
|
|
|
|
|
|
|
|
Smart Share Holdings Limited |
|
|
|
|
|
|
|
By: |
/s/ Mars Guangyuan Cai |
|
Name: |
Mars Guangyuan Cai |
|
Title: |
Director |
Smart Share Global (NASDAQ:EM)
Gráfico Histórico do Ativo
De Nov 2024 até Dez 2024
Smart Share Global (NASDAQ:EM)
Gráfico Histórico do Ativo
De Dez 2023 até Dez 2024