Form SC 13G - Statement of acquisition of beneficial ownership by individuals
2024年2月10日 - 6:16AM
Edgar (US Regulatory)
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE
13G
Under
the Securities Exchange Act of 1934
ICZOOM
Group Inc. |
(Name of
Issuer) |
Class
A Ordinary Shares, par value $0.16 per share |
(Title
of Class of Securities) |
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:
* | 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. G4760B100 |
|
(1) |
Names
of reporting persons |
|
Forerunner
Universal Limited |
|
|
(2) |
Check
the appropriate box if a member of a group (see instructions) |
|
(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 |
|
|
1,635,000(1) |
|
|
|
|
(6) |
Shared
voting power |
|
|
0 |
|
|
|
|
(7) |
Sole
dispositive power |
|
|
1,635,000
(1) |
|
|
|
|
(8) |
Shared
dispositive power |
|
|
0 |
|
|
(9) |
Aggregate
amount beneficially owned by each reporting person |
|
1,635,000
(1) |
|
|
(10) |
Check
if the aggregate amount in Row (9) excludes certain shares (see instructions) |
|
|
|
|
(11) |
Percent
of class represented by amount in Row (9) |
|
20.0%(2) |
|
|
(12) |
Type
of reporting person (see instructions) |
|
CO |
(1) | Represents
1,635,000 Class B ordinary shares, par value $0.16 per share (the “Class B Ordinary
Shares”) of ICZOOM Group Inc. (the “Issuer”) directly held by Forerunner
Universal Limited, a British Virgin Islands company (“Forerunner Universal”),
which is wholly owned by Mr. Duanrong Liu (“Ms. Liu”). Accordingly, Ms. Liu is
deemed to have voting, dispositive or investment powers over Forerunner Universal. Each Class
A Ordinary Shares entitles to 1 vote and each Class B Ordinary Shares entitles to 10 votes.
Forerunner Universal maintains the right to convert its Class B Ordinary Shares into Class
A ordinary shares, par value $0.16 per share of the Issuer (the “Class A Ordinary Shares”)
at any time, in its sole discretion, on a one for one basis; following such conversion, the
resulting Class A Ordinary Shares will retain the same one for one voting power as all other
Class A Ordinary Shares. |
(2) | Based
on an aggregate of 8,175,658 Class A Ordinary Shares, including (i) 6,540,658 Class A Ordinary
Shares issued and outstanding as of the date hereof, and (ii) 1,635,000 Class A Ordinary
Shares issuable upon the conversion of the Class B Ordinary Shares. |
CUSIP
No. G4760B100 |
|
(1) |
Names
of reporting persons |
|
Duanrong
Liu |
|
|
(2) |
Check
the appropriate box if a member of a group (see instructions) |
|
(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 |
|
|
2,110,000(1) |
|
|
|
|
(6) |
Shared
voting power |
|
|
0 |
|
|
|
|
(7) |
Sole
dispositive power |
|
|
2,110,000(1) |
|
|
|
|
(8) |
Shared
dispositive power |
|
|
0 |
|
|
(9) |
Aggregate
amount beneficially owned by each reporting person |
|
2,110,000(1) |
|
|
(10) |
Check
if the aggregate amount in Row (9) excludes certain shares (see instructions) |
|
|
|
|
(11) |
Percent
of class represented by amount in Row (9) |
|
24.4%(2) |
|
|
(12) |
Type
of reporting person (see instructions) |
|
IN |
(1) | Represents
(i) 1,635,000 Class B Ordinary Shares held by Forerunner Universal, (ii) 225,000 Class B
Ordinary Shares directly held by Ms. Liu, and (iii) 250,000 Class A Ordinary Shares issuable
upon exercise of options exercisable within 60 days as of the date hereto. Each Class A Ordinary
Shares entitles to 1 vote and each Class B Ordinary Shares entitles to 10 votes. Ms. Liu
maintains the right to convert its Class B Ordinary Shares into Class A Ordinary Shares at
any time, in her sole discretion, on a one for one basis; following such conversion, the
resulting Class A Ordinary Shares will retain the same one for one voting power as all other
Class A Ordinary Shares. |
(2) | Based
on an aggregate of 8,650,658 Class A Ordinary Shares, including (i) 6,540,658 Class A Ordinary
Shares issued and outstanding as of the date hereof, (ii) 1,860,000 Class A Ordinary Shares
issuable upon the conversion of the Class B Ordinary Shares, and (iii) 250,000 Class A Ordinary
Shares issuable upon exercise of options exercisable within 60 days as of the date hereto. |
ITEM 1(A)
NAME OF ISSUER:
ICZOOM Group
Inc.
ITEM 1(B)
ADDRESS OF ISSUER'S PRINCIPAL EXECUTIVE OFFICES:
Room 3801, Building A, Sunhope e·METRO, No. 7018 Cai Tian Road
Futian District,
Shenzhen
Guangdong,
China, 518000
ITEM 2
(A) NAME OF PERSON FILING:
| (i) | Forerunner
Universal Limited |
ITEM 2
(B) ADDRESS OR PRINCIPAL BUSINESS OFFICE OR, IF NONE, RESIDENCE:
| (i) | Forerunner Universal Limited: c/o ICZOOM Group Inc., Room 3801, Building
A, Sunhope e·METRO, No. 7018 Cai Tian Road, Futian District, Shenzhen, Guangdong, China, 518000 |
| (ii) | Duanrong Liu: c/o ICZOOM Group Inc., Room 3801, Building A, Sunhope
e·METRO, No. 7018 Cai Tian Road, Futian District, Shenzhen, Guangdong, China, 518000 |
ITEM 2
(C) CITIZENSHIP:
| (i) | Forerunner
Universal Limited: a company incorporated in the British Virgin Islands |
| (ii) | Duanrong Liu:
The People’s Republic of China |
ITEM 2
(D) TITLE OF CLASS OF SECURITIES:
Class
A Ordinary Shares, par value $0.16 per share
The
Issuer’s ordinary shares consist of Class A Ordinary Shares and Class B Ordinary Shares. Holders of Class A Ordinary Shares and
Class B Class A Ordinary Shares have the same rights except for voting and conversion rights. In respect of matters requiring a shareholder
vote, each Class A Ordinary Share will be entitled to 1 vote and each Class B Ordinary Share will be entitled to 10 votes. The Class
A Ordinary Share and Class B Ordinary Share are collectively known as ordinary shares. The Class A Ordinary Shares are not convertible
into shares of any other class. The Class B Ordinary Shares are convertible into Class A Ordinary Shares at any time after issuance at
the option of the holder on a one to one basis.
ITEM 2
(E) CUSIP NO.:
G4760B100
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:
(a) |
☐ |
Broker or dealer registered under section 15 of the
Act (15 U.S.C. 78o); |
(b) |
☐ |
Bank as defined in section 3(a)(6) of the Act (15 U.S.C.
78c); |
(c) |
☐ |
Insurance company as defined in section 3(a)(19) of
the Act (15 U.S.C. 78c); |
(d) |
☐ |
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 § 240.13d-1(b)(1)(ii)(E); |
(f) |
☐ |
An employee benefit plan or endowment fund in accordance
with § 240.13d-1(b)(1)(ii)(F); |
(g) |
☐ |
A parent holding company or control person in accordance
with § 240.13d-1(b)(1)(ii)(G); |
(h) |
☐ |
A savings associations 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 § 240.13d-1(b)(1)(ii)(J); |
(k) |
☐ |
Group, in accordance with § 240.13d-1(b)(1)(ii)(K).
If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J), please specify the type of institution: |
ITEM 4.
OWNERSHIP
(a)
Amount beneficially owned:
| (i) | Forerunner
Universal Limited: 1,635,000 Class B Ordinary Shares directly held by Forerunner Universal. |
| (ii) | Duanrong
Liu: 2,110,000, including (1) 1,635,000 Class B Ordinary Shares held by Forerunner Universal,
(ii) 225,000 Class B Ordinary Shares directly held by Ms. Liu, and (3) 250,000 Class A Ordinary
Shares issuable upon exercise of options exercisable within 60 days as of the date hereto. |
(b)
Percent of class:
| (i) | Forerunner
Universal Limited: 20.0% |
(c) Number
of shares as to which the person has:
| (i) | Sole
power to vote or to direct the vote |
| ● | Forerunner
Universal Limited: 1,635,000 |
| (ii) | Shared
power to vote or to direct the vote |
| ● | Forerunner
Universal Limited: 0 |
| (iii) | Sole
power to dispose or to direct the disposition of |
| ● | Forerunner
Universal Limited: 1,635,000 |
| (iv) | Shared
power to dispose or to direct the disposition of |
| ● | Forerunner
Universal Limited: 0 |
ITEM 5.
OWNERSHIP OF 5 PERCENT OR LESS OF A CLASS.
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 5 percent of the class of securities, check the following ☐.
ITEM
6. OWNERSHIP OF MORE THAN 5 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.
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
9, 2024
|
Forerunner Universal Limited |
|
|
|
|
Signature: |
/s/
Duanrong Liu |
|
Name: |
Duanrong Liu |
|
Title: |
Sole Shareholder |
|
Signature: |
/s/ Duanrong
Liu |
|
Name: |
Duanrong Liu |
Exhibits
Exhibit 1
JOINT
FILING AGREEMENT
The
undersigned agree that this Schedule 13G, and any amendments hereto, relating to the ordinary shares, par value of US$0.16 per share
of ICZOOM Group Inc., a Cayman Islands exempted company with limited liability whose principal place of business is in Shenzhen,
China, shall be filed on behalf of the undersigned.
|
February 9, 2024 |
|
|
|
Forerunner Universal Limited |
|
|
|
|
By: |
/s/ Duanrong Liu |
|
|
Name: Duanrong Liu |
|
|
Title: Sole Shareholder |
|
By: |
/s/ Duanrong
Liu |
|
|
Name: Duanrong Liu |
ICZOOM (NASDAQ:IZM)
過去 株価チャート
から 4 2024 まで 5 2024
ICZOOM (NASDAQ:IZM)
過去 株価チャート
から 5 2023 まで 5 2024