Form SC 13G - Statement of Beneficial Ownership by Certain Investors
15 Novembro 2024 - 8:19AM
Edgar (US Regulatory)
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
SCHEDULE
13G
Under
the Securities Exchange Act of 1934
(Amendment No. )*
Autozi
Internet Technology (Global) Ltd.
(Name
of Issuer)
Class
A ordinary shares, par value US$0.000001 per share
(Title
of Class of Securities)
G06382108
(CUSIP
Number)
September 30, 2024
(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) |
|
|
|
|
☒ |
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).
Schedule
13G
1. |
Names
of Reporting Persons
Houqi
Zhang
|
|
2. |
Check
the Appropriate Box if a Member of a Group
(a)
☐
(b)
☐
|
|
3. |
SEC
Use Only
|
|
4. |
Citizenship
or Place of Organization
|
The
People’s Republic of China |
Number
of Shares Beneficially Owned by Each Reporting Person With: |
5. |
Sole
Voting Power |
42,632,300(1)
|
6. |
Shared
Voting Power
|
0
|
7. |
Sole
Dispositive Power
|
42,632,300(1)
|
8. |
Shared
Dispositive Power
|
0
|
9. |
Aggregate
Amount Beneficially Owned by Each Reporting Person
|
42,632,300(1)
|
10. |
Check
Box if the Aggregate Amount in Row (9) Excludes Certain Shares
|
☐ |
11. |
Percent
of Class Represented by Amount in Row (9)
|
40.6%
of Class A Ordinary Shares, assuming conversion of the Class B Ordinary Shares beneficially owned by the Reporting Person into Class
A Ordinary Shares(2) |
12. |
Type
of Reporting Person
|
IN
|
(1) |
Represents (i) 8,037,200 Class A ordinary shares, par value US$0.000001
per share, of the Issuer (“Class A Ordinary Shares”) held of record by Qizhi Investment Management Limited, a British Virgin
Islands company controlled by Houqi Zhang, and (ii) 34,595,100 Class B ordinary shares, par value US$0.000001 per share, of the Issuer
(“Class B Ordinary Shares”) held of record by Qirun Investment Co., Ltd., a British Virgin Islands company wholly owned by
Houqi Zhang. |
|
|
(2) |
Percentage is calculated based on the Issuer’s 104,981,200 total
issued and outstanding Class A Ordinary Shares (taking into account of 70,386,100 Class A Ordinary Shares and 34,595,100 Class B Ordinary
Shares issued and outstanding immediately after the Issuer’s initial public offering of Class A Ordinary Shares, assuming conversion
of the Class B Ordinary Shares into Class A Ordinary Shares) as of August 28, 2024, as reported by the Issuer on its final prospectus
on Form F-1 filed with the Security and Exchange Commission on August 28, 2024 in connection with its initial public offering (the “424B4
Prospectus”). |
1. |
Names
of Reporting Persons
Qirun Investment Co., Ltd.
|
|
2. |
Check
the Appropriate Box if a Member of a Group
(a)
☐
(b)
☐
|
|
3. |
SEC
Use Only
|
|
4. |
Citizenship
or Place of Organization
|
British
Virgin Islands |
Number
of Shares Beneficially Owned by Each Reporting Person With: |
5. |
Sole
Voting Power
|
34,595,100(1)
|
6. |
Shared
Voting Power
|
0
|
7. |
Sole
Dispositive Power
|
34,595,100(1)
|
8. |
Shared
Dispositive Power
|
0
|
9. |
Aggregate Amount Beneficially Owned by Each Reporting Person
|
34,595,100(1) |
10. |
Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares
|
☐ |
11. |
Percent of Class Represented by Amount in Row (9)
|
33.0% of Class A Ordinary Shares, assuming conversion of the Class B Ordinary Shares beneficially
owned by the Reporting Person into Class A Ordinary Shares(2)
|
12. |
Type of Reporting Person
|
CO
|
(1) |
Represents 34,595,100 Class B Ordinary Shares held of record by Qirun Investment
Co., Ltd. |
|
|
(2) |
Percentage is calculated based on the Issuer’s 104,981,200 total
issued and outstanding Class A Ordinary Shares (taking into account of 70,386,100 Class A Ordinary Shares and 34,595,100 Class B Ordinary
Shares issued and outstanding immediately after the Issuer’s initial public offering of Class A Ordinary Shares, assuming conversion
of the Class B Ordinary Shares into Class A Ordinary Shares) as of August 28, 2024, as reported by the Issuer on the 424B4 Prospectus. |
1. |
Names
of Reporting Persons
Qizhi Investment Management Limited
|
|
2. |
Check
the Appropriate Box if a Member of a Group
(a)
☐
(b)
☐
|
|
3. |
SEC
Use Only
|
|
4. |
Citizenship
or Place of Organization
|
British
Virgin Islands |
Number
of Shares Beneficially Owned by Each Reporting Person With: |
5. |
Sole
Voting Power
|
8,037,200(1)
|
6. |
Shared
Voting Power
|
0
|
7. |
Sole
Dispositive Power
|
8,037,200(1)
|
8. |
Shared
Dispositive Power
|
0
|
9. |
Aggregate Amount Beneficially Owned by Each Reporting Person
|
8,037,200(1) |
10. |
Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares
|
☐ |
11. |
Percent of Class Represented by Amount in Row (9)
|
7.7% of Class A Ordinary Shares, assuming conversion of the Class B Ordinary
Shares beneficially owned by the Reporting Persons into Class A Ordinary Shares(2)
|
12. |
Type of Reporting Person
|
CO
|
(1) |
Represents 8,037,200 Class A Ordinary Shares held of record by Qizhi Investment
Management Limited. |
|
|
(2) |
Percentage is calculated based on the Issuer’s 104,981,200 total
issued and outstanding Class A Ordinary Shares (taking into account of 70,386,100 Class A Ordinary Shares and 34,595,100 Class B Ordinary
Shares issued and outstanding immediately after the Issuer’s initial public offering of Class A Ordinary Shares, assuming conversion
of the Class B Ordinary Shares into Class A Ordinary Shares) as of August 28, 2024, as reported by the Issuer on the 424B4 Prospectus. |
Item
1.
| (a) | Name
of Issuer: Autozi Internet Technology (Global) Ltd. (the “Issuer”) |
| | |
| (b) | Address of Issuer’s Principal Executive Offices: Building B09 Intelligence
Park, No. 26 Yongtaizhuang North Road, Haidian District, Beijing, China |
Item
2.
| (a) | Name
of Person Filing: |
Houqi Zhang
Qirun Investment Co., Ltd.
Qizhi Investment Management Limited
(each
a “Reporting Person” and collectively, the “Reporting Persons”)
| (b) | Address
of Principal Business Office or, if none, Residence: |
Houqi
Zhang: Building B09 Intelligence Park No. 26 Yongtaizhuang North Road Haidian District, Beijing, China
Qirun
Investment Co., Ltd.: Craigmuir Chambers, P.O. Box 71, Road Town, Tortola, VG 1110, British Virgin Islands
Qizhi
Investment Management Limited: Start Chambers, Wickham’s Cay II, P.O. Box 2221, Road Town Tortola, British Virgin Islands
Houqi
Zhang: The People’s
Republic of China
Qirun
Investment Co., Ltd.: British Virgin Islands
Qizhi
Investment Management Limited: British Virgin Islands
| (d) | Title
of Class of Securities: |
Class
A ordinary shares, par value US$0.000001 per share, of the Issuer.
The
Issuer’s ordinary shares consist of Class A ordinary shares and Class B ordinary shares. Each Class A ordinary share is entitled
to one vote, and each Class B ordinary share is entitled to twenty (20) votes. Each Class B ordinary share is convertible to one Class
A ordinary share at any time by the holder thereof. Class A ordinary shares are not convertible into Class B ordinary shares under any
circumstances.
| (e) | CUSIP Number: G06382108 |
Item
3. |
If this statement is filed pursuant to Rule 13d-1(b), or 13d-2(b) or (c), check whether the person filing is: |
|
(a) |
☐ |
A broker or dealer registered under Section 15 of the Act (15 U.S.C. 78o). |
|
(b) |
☐ |
A bank as defined in Section 3(a)(6) of the Act (15 U.S.C. 78c). |
|
(c) |
☐ |
An insurance company as defined in Section 3(a)(19) of the Act (15 U.S.C. 78c). |
|
(d) |
☐ |
An investment company registered under Section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8). |
|
(e) |
☐ |
An investment adviser in accordance with Rule 240.13d-1(b)(1)(ii)(E); |
|
(f) |
☐ |
An employee benefit plan or endowment fund in accordance with Rule 240.13d-1(b)(1)(ii)(F); |
|
(g) |
☐ |
A parent holding company or control person in accordance with Rule 240.13d-1(b)(1)(ii)(G); |
|
(h) |
☐ |
A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813); |
|
(i) |
☐ |
A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3); |
|
(j) |
☐ |
A non-U.S. institution in accordance with Rule 240.13d-1(b)(1)(ii)(J); |
|
(k) |
☐ |
A group, in accordance with Rule 240.13d-1(b)(1)(ii)(K). |
Not
applicable.
|
(a) |
Amount
beneficially owned:
|
|
|
|
|
See
the response to Item 9 on each cover page. |
|
|
|
|
|
(b) |
Percentage
of class:
|
|
|
|
|
See
the responses to Item 11 on each cover page. |
|
|
|
|
|
(c) |
Number
of shares as to which the person has: |
|
|
|
|
|
|
(i) |
Sole
power to vote or to direct the vote:
See
the responses to Item 5 on each cover page.
|
|
|
|
|
|
|
(ii) |
Shared
power to vote or to direct the vote:
See
the responses to Item 6 on each cover page. |
|
|
|
|
|
|
(iii) |
Sole
power to dispose or to direct the disposition of:
See
the responses to Item 7 on each cover page.
|
|
|
|
|
|
|
(iv) |
Shared
power to vote or to direct the disposition of:
See
the responses to Item 8 on each cover page. |
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 any of the Reporting Persons has ceased to be the beneficial owner of more than five percent of the class of securities, check
the following ☐.
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. |
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.
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:
November 15, 2024
|
Houqi Zhang |
|
|
|
|
By: |
/s/
Houqi Zhang |
|
|
|
|
Qirun Investment Co., Ltd. |
|
|
|
|
By: |
/s/
Houqi Zhang |
|
Name: |
Houqi
Zhang |
|
Title: |
Director |
|
Qizhi
Investment Management Limited |
|
|
|
By: |
/s/
Houqi Zhang |
|
Name: |
Houqi
Zhang |
|
Title: |
Director |
Exhibit Index
Exhibit
99.1
JOINT
FILING AGREEMENT
The undersigned hereby agree that a single Schedule 13G (or any amendment
thereto) relating to the Class A ordinary shares, par value US$0.000001 per share of Autozi Internet Technology (Global) Ltd. shall be
filed on behalf of each of the undersigned and that this Agreement shall be filed as an exhibit to such Schedule 13G. Each of the undersigned
acknowledges that each shall be responsible for the timely filing of amendments with respect to information concerning such undersigned
reporting person, and for the completeness and accuracy of the information concerning such undersigned reporting person, contained therein,
but shall not be responsible for the completeness and accuracy of the information concerning the others, except to the extent that such
reporting person knows or has reason to believe that such information is inaccurate. This Agreement may be executed in any number of counterparts
and all of such counterparts taken together shall constitute one and the same instrument.
Date:
November 15, 2024
|
Houqi Zhang |
|
|
|
|
By: |
/s/
Houqi Zhang |
|
|
|
|
Qirun Investment Co., Ltd. |
|
|
|
|
By: |
/s/
Houqi Zhang |
|
Name: |
Houqi
Zhang |
|
Title: |
Director |
|
Qizhi
Investment Management Limited |
|
|
|
By: |
/s/
Houqi Zhang |
|
Name: |
Houqi
Zhang |
|
Title: |
Director |
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