CUSIP
No. G87084 102
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1.
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Names of Reporting Person: Zou Ventures
LLC
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I.R.S.
Identification Nos. of above persons (entities only):
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2.
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Check
the Appropriate Box if a Member of a Group (See Instructions)
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(a) ☐
(b) ☐
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3.
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SEC
Use Only:
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4.
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Source
of Funds (See Instruction):
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WC
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5.
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Check
if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or (e): ☐
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6.
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Citizenship
or Place of Organization:
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USA
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Number
of
Shares
Beneficially
Owned
by Each
Reporting
Person
With:
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7.
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Sole
Voting Power:
5,400,000
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8.
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Shared
Voting Power:
None
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9.
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Sole
Dispositive Power:
5,400,000
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10.
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Shared
Dispositive Power:
None
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11.
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Aggregate
Amount Beneficially Owned by Each Reporting Person:
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5,400,000
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12.
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Check
if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions): ☐
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13.
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Percent
of Class Represented by Amount in Row (11):
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9.83%
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14.
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Type
of Reporting Person (See Instructions):
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OO
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ITEM
1. SECURITY AND ISSUER
This
Statement on Schedule 13D (this “Statement”) relates to the common shares, par value $0.001 per share, of TDH Holdings, Inc.,
a company organized under the laws of the British Virgin Islands (the “Company”), whose principal office is located at Room
1809, Financial Square, 197 Shuangzhu Road, Huangdao District, Qingdao, Shandong Province, People’s Republic of China.
ITEM
2. IDENTITY AND BACKGROUND
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(a)
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Name
of Persons filing this Statement:
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Zou
Ventures LLC
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(b)
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Residence
or Business Address:
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Zou
Ventures LLC
107
Iron Gate
Irvine,
CA 92618
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(c)
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Present
Principal Occupation and Employment:
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Zou
Ventures LLC’s principal business is private equity.
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(d)
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and
(e) Criminal Convictions and Civil Proceedings:
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Zou
Ventures LLC has not been: (i) convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or (ii) a party
to a civil proceeding of a judicial or administrative body of competent jurisdiction and, as a result of such proceeding, is or was subject
to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state
securities laws or finding any violation with respect to such laws.
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(f)
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State of Incorporation/Organization/Citizenship:
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Nevada
ITEM
3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION
On
December 2, 2020, Zou Ventures LLC purchased 3,200,000 common shares of the Company for the purchase price of $960,000. The 3,200,000
common shares were issued to Zou Ventures LLC on December 2, 2020.
ITEM
4. PURPOSE OF TRANSACTION
Zou
Ventures LLC acquired the common shares from the Company for investment purposes. Zou Ventures LLC expects to evaluate, on an ongoing
basis, the Company’s financial condition and prospects and its interests in, and intentions with respect to, the Company and the
investment in the securities of the Company, which review may be based on various factors, including but not limited to the Company’s
business and financial condition, results of operation and prospects, general economic and industry conditions, the securities markets
in general. Accordingly, Zou Ventures LLC reserves the right to change its intentions, as it deems appropriate, at any time. In particular,
Zou Ventures LLC may, from time to time, in the open market, through privately negotiated transactions or otherwise, increase its holdings
in the Company or dispose of all or a portion of the securities of the Company that it now owns or may hereafter acquire.
Other
than as expressly set forth in this Item 4 or below, Zou Ventures LLC has no plans or proposals as of the date of this filing which relate
to, or would result in, any of the actions enumerated in Item 4 of the instructions to this Statement. Zou Ventures LLC, however, adopt
in the future such plans or proposals subject to compliance with applicable regulatory requirements.
ITEM
5. INTEREST IN SECURITIES OF THE ISSUER
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(a)
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Zou Ventures
LLC beneficially owns 5,400,000 common shares, representing 9.83% of the outstanding common shares of the Company (based upon 54,949,995
common shares outstanding as of the date of this filing).
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(b)
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Yi Zou,
the managing member of Zou Ventures LLC has the sole power to vote or direct the vote and the sole power to dispose or direct the
disposition of the 5,400,000 common shares.
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(c)
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The following
table sets forth the transactions of commons shares that were effected during the past sixty days by Zou Ventures LLC.
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Trade
Date
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Number
of Shares Purchased
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Price
Per Share
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December
2, 2020
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3,200,000
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$0.30
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ITEM
6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER
There
are no contracts, arrangements, understandings or relationships (legal or otherwise) between Zou Ventures LLC and any person with respect
to any securities of the Company, including, but not limited to, the transfer or voting of any of the securities, finder’s fees,
joint ventures, loan or option arrangements, puts or calls, guarantees of profits, division of profits or loss, or the giving or withholding
of proxies, the occurrence of which would give another person voting or investment power over the securities.
ITEM
7. MATERIAL TO BE FILED AS EXHIBITS
None.
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.
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Dated: April
19, 2021
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Zou Ventures
LLC
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/s/
Yi Zou
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By:
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Yi
Zou
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Managing Member
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5