Form SC 13G/A - Statement of Beneficial Ownership by Certain Investors: [Amend]
01 Agosto 2024 - 5:12AM
Edgar (US Regulatory)
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
SCHEDULE
13G
Under
the Securities Exchange Act of 1934
(Amendment
No. 2)*
GigaCloud
Technology Inc
(Name
of Issuer)
Class
A Ordinary Shares, par value US$0.05 per share
(Title
of Class of Securities)
G38644
103
(CUSIP
Number)
June 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 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
not be subject to all other provisions of the Act (however, see the Notes).
CUSIP NO. G38644 103 |
SCHEDULE 13G/A |
Page 2 of 7 Pages |
1. |
NAMES
OF REPORTING PERSON.
|
|
Lianya
Pan |
|
2.
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP |
(a)
☐ |
(b)
☐ |
|
|
3. |
SEC
USE ONLY
|
4. |
CITIZENSHIP
OR PLACE OF ORGANIZATION
United
States of America
|
NUMBER
OF
SHARES
BENEFICIALLY
OWNED
BY
EACH
REPORTING
PERSON
WITH |
5. |
SOLE
VOTING POWER |
-1,560,284- |
|
6. |
SHARED
VOTING POWER |
-0- |
|
7. |
SOLE
DISPOSITIVE POWER |
-1,560,284- |
|
8. |
SHARED
DISPOSITIVE POWER |
-0- |
9. |
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON.
1,560,284 |
|
10. |
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES |
☐ |
11. |
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
4.74%
|
12. |
TYPE
OF REPORTING PERSON
IN |
CUSIP NO. G38644 103 |
SCHEDULE 13G/A |
Page 3 of 7 Pages |
1. |
NAMES
OF REPORTING PERSON.
|
|
FireDragon Holdings Inc. |
|
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 |
-1,545,284- |
|
6. |
SHARED
VOTING POWER |
-0- |
|
7. |
SOLE
DISPOSITIVE POWER |
-1,545,284- |
|
8. |
SHARED
DISPOSITIVE POWER |
-0- |
9. |
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON.
1,545,284 |
|
10. |
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES |
☐ |
11. |
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
4.70%
|
12. |
TYPE
OF REPORTING PERSON
CO |
CUSIP NO. G38644 103 |
SCHEDULE 13G/A |
Page 4 of 7 Pages |
Item
1(a). | Name
of Issuer: |
GigaCloud
Technology Inc
Item
1(b). | Address
of Issuer’s Principal Executive Offices: |
4388
Shirley Avenue, El Monte, CA 91731, USA
Item
2(a). | Name
of Person Filing: |
Lianya
Pan
FireDragon
Holdings Inc.
Item
2(b). | Address
or Principal Business Office: |
Lianya
Pan’s principal business office is 19719 Prospect Place, Walnut, CA 91789.
The
registered address of FireDragon Holdings Inc. is Trinity Chambers, P.O. Box 4301, Road Town, Tortola, British Virgin Islands.
Lianya
Pan – United States of America
FireDragon
Holdings Inc. – British Virgin Islands
Item
2(d). | Title
Class of Securities: |
Class
A ordinary shares, par value US$0.05 per share (“Class A Ordinary Shares”)
G38644
103
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) |
☐ |
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 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 13d-1(b)(1)(ii)(J); |
|
|
|
|
|
(k) |
☐ |
Group,
in accordance with Rule 13d-1(b)(1)(ii)(K). |
Not
applicable.
CUSIP NO. G38644 103 |
SCHEDULE 13G/A |
Page 5 of 7 Pages |
The ownership information presented below represents beneficial ownership
of Class A Ordinary Shares as of June 30, 2024, based upon 32,913,383 Class A Ordinary Shares outstanding as of April 23, 2024, as disclosed
in the Issuer’s Quarterly Report on Form 10-Q filed with the U.S. Securities and Exchange Commission on May 9, 2024.
| |
Number of shares as to which the person has: | | |
| |
Reporting Person | |
Amount
beneficially
owned | | |
Percent of class: | | |
Sole power
to vote or
to direct
the vote: | | |
Shared
power to
vote or to
direct the
vote: | | |
Sole power
to dispose
or to direct
the
disposition
of: | | |
Shared
power to
dispose or
to direct
the
disposition
of: | |
Lianya Pan | |
| 1,560,284 | | |
| 4.74 | % | |
| 1,560,284 | | |
| 0 | | |
| 1,560,284 | | |
| 0 | |
FireDragon Holdings Inc. | |
| 1,545,284 | | |
| 4.70 | % | |
| 1,545,284 | | |
| 0 | | |
| 1,545,284 | | |
| 0 | |
As of June 30, 2024, FireDragon Holdings, Inc. held a total of 1,545,284
Class A Ordinary Shares. FireDragon Holdings Inc. is wholly owned by Lianya Pan.
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 the reporting person has ceased to be the beneficial owner
of more than five percent of the class of securities, check the following [X]. Not applicable.
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 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.
Not Applicable.
CUSIP NO. G38644 103 |
SCHEDULE
13G/A |
Page
6 of 7 Pages |
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.
|
Dated: |
August 1, 2024 |
|
|
|
|
/s/
Lianya Pan |
|
Name:
|
Lianya
Pan |
|
|
|
|
FireDragon
Holdings Inc. |
|
|
|
|
/s/
Lianya Pan |
|
Name:
|
Lianya
Pan |
|
Title: |
Sole
Director |
CUSIP
NO. G38644 103 |
SCHEDULE
13G/A |
Page
7 of 7 Pages |
LIST
OF EXHIBITS
Exhibit
A
JOINT
FILING AGREEMENT
In
accordance with Rule 13d-1(k) promulgated under the Securities Exchange Act of 1934, as amended, the undersigned hereby agree to the
joint filing with all other Reporting Persons (as such term is defined in the Schedule 13G referred to below) on behalf of each of them
of a statement on Schedule 13G (including amendments thereto) with respect to the Class A ordinary shares, par value US$0.05 per share,
of GigaCloud Technology Inc, a Cayman Islands exempted company with limited liability, and that this Agreement may be included as an
Exhibit to such joint filing. This Agreement may be executed in any number of counterparts, all of which taken together shall constitute
one and the same instrument.
[Signature
page to follow]
SIGNATURE
IN
WITNESS WHEREOF, the undersigned hereby execute this Agreement as of August 1, 2024.
|
/s/
Lianya Pan |
|
Name:
|
Lianya
Pan |
|
|
|
|
FireDragon
Holdings Inc. |
|
|
|
|
/s/
Lianya Pan |
|
Name:
|
Lianya
Pan |
|
Title: |
Sole
Director |
[Signature
Page to 13G Joint Filing Agreement]
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