Form SC 13G - Statement of Beneficial Ownership by Certain Investors
13 Noviembre 2024 - 3:05PM
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
Weixi
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 |
7,832,900(1)
|
6. |
Shared
Voting Power
|
0
|
7. |
Sole
Dispositive Power
|
7,832,900(1)
|
8. |
Shared
Dispositive Power
|
0
|
9. |
Aggregate
Amount Beneficially Owned by Each Reporting Person
|
7,832,900(1)
|
10. |
Check
Box if the Aggregate Amount in Row (9) Excludes Certain Shares
|
☐ |
11. |
Percent
of Class Represented by Amount in Row (9)
|
11.1%(2) |
12. |
Type
of Reporting Person
|
IN
|
(1) |
Represents
7,832,900 Class A ordinary shares, par value US$0.000001 per share, of the Issuer (“Class A Ordinary Shares”) held of
record by Qichuang Development Co., Ltd, a British Virgin Islands company controlled by Weixi Zhang. |
|
|
(2) |
Percentage
is calculated based on the Issuer’s 70,386,100 total Class A Ordinary Shares issued and outstanding immediately after the Issuer’s
initial public offering of 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
Qichuang
Development 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
|
7,832,900(1)
|
6. |
Shared
Voting Power
|
0
|
7. |
Sole
Dispositive Power
|
7,832,900(1)
|
8. |
Shared
Dispositive Power
|
0
|
9. |
Aggregate Amount Beneficially Owned by Each Reporting Person
|
7,832,900(1) |
10. |
Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares
|
☐ |
11. |
Percent of Class Represented by Amount in Row (9)
|
11.1%(2) |
12. |
Type of Reporting Person
|
CO
|
(1) |
Represents
7,832,900 Class A Ordinary Shares held of record by Qichuang Development Co., Ltd. |
|
|
(2) |
Percentage
is calculated based on the Issuer’s 70,386,100 total Class A Ordinary Shares issued and outstanding immediately after the Issuer’s
initial public offering of 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: |
Weixi
Zhang
Qichuang
Development Co., Ltd
(each
a “Reporting Person” and collectively, the “Reporting Persons”)
| (b) | Address
of Principal Business Office or, if none, Residence: |
Weixi
Zhang: Room608, Building B Xigema Apartment, Zhi Chun Road No.49, Haidian District, Beijing,China
Qihuang
Development Co., Ltd: Craigmuir Chambers, P.O. Box 71, Road Town, Tortola, VG 1110, British Virgin Islands
Weixi
Zhang: The People’s Republic of China
Qichuang
Development Co., Ltd: British Virgin Islands
| (d) | Title
of Class of Securities: |
Class
A ordinary shares, par value US$0.000001 per share, of the Issuer.
| (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.
|
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|
|
|
|
|
|
|
(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 13, 2024
|
Weixi Zhang |
|
|
|
|
By: |
/s/
Weixi Zhang |
|
|
|
|
Qichuang
Development Co., Ltd |
|
|
|
|
By: |
/s/
Weixi Zhang |
|
Name: |
Weixi
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 13, 2024
|
Weixi Zhang |
|
|
|
|
By: |
/s/
Weixi Zhang |
|
|
|
|
Qichuang
Development Co., Ltd |
|
|
|
|
By: |
/s/
Weixi Zhang |
|
Name: |
Weixi
Zhang |
|
Title: |
Director |
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