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1.
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Names
of Reporting Person: Dandan Liu
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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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|
|
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4.
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Source
of Funds (See Instruction):
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PF
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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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The
People’s Republic of China
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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:
27,093,921
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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:
27,093,921
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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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27,093,921
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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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49.3%
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14.
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Type
of Reporting Person (See Instructions):
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IN
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EXPLANATORY
NOTE
This
Statement on Schedule 13D/A (this “Statement”) is being filed because on December 2, 2020, TDH Holdings, Inc. a company organized
under the laws of the British Virgin Islands (the “Company”) entered into subscription agreements with four accredited investors
for the sale of 9,100,000 newly issued common shares of the Company. Accordingly, the reporting person, Dandan Liu’s beneficial
ownership in the Company decreased, despite not acquiring or disposing of any of the Company’s shares.
ITEM 1.
SECURITY AND ISSUER
This
Statement relates to the common shares, par value $0.001 per share, of 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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Dandan
Liu
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(b)
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Residence
or Business Address:
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Ms.
Liu’s business address is:
Room
1809, Financial Square, 197 Shuangzhu Road, Huangdao District,
Qingdao,
Shandong Province, People’s Republic of China
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(c)
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Present
Principal Occupation and Employment:
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Ms.
Liu’s principal occupation is Director and CEO of the Company.
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(d)
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and
(e) Criminal Convictions and Civil Proceedings:
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Ms.
Liu 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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The
People’s Republic of China
ITEM 3.
SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION
On
September 27, 2019, Ms. Liu purchased 25,033,333 common shares of the Company for the purchase price of $7,510,000.
ITEM
4. PURPOSE OF TRANSACTION
Ms.
Liu acquired the common shares from the Company for investment purposes. Ms. Liu 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,
Ms. Liu reserves the right to change her intentions, as she deems appropriate, at any time. In particular, Ms. Liu may, from time to
time, in the open market, through privately negotiated transactions or otherwise, increase her holdings in the Company or dispose of
all or a portion of the securities of the Company that she now owns or may hereafter acquire.
Other
than as expressly set forth in this Item 4 or below, Ms. Liu 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. Ms. Liu may, 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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Ms.
Liu beneficially owns 27,093,921 common shares, representing 49.3% 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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Ms.
Liu has the sole power to vote or direct the vote and the sole power to dispose or direct
the disposition of the 27,093,921 common shares.
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|
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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 Ms. Liu.
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None.
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 Ms. Liu 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 20, 2021
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/s/
Dandan Liu
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Name: Dandan Liu
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