Form SC 13G - Statement of Beneficial Ownership by Certain Investors
22 Octubre 2024 - 8:00AM
Edgar (US Regulatory)
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
SCHEDULE
13G
Under
the Securities Exchange Act of 1934
(Amendment
No. )*
Lucas
GC Limited |
(Name
of Issuer) |
Ordinary
shares, par value US$0.000005 per share |
(Title
of Class of Securities) |
|
G57037106
(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
CUSIP No. G57037106 |
|
|
1. |
Names
of Reporting Persons
Luting Meng
|
2. |
Check
the Appropriate Box if a Member of a Group
(a)
☐
(b)
☐
|
3. |
SEC
Use Only
|
4. |
Citizenship
or Place of Organization
|
People’s Republic of China |
Number
of Shares Beneficially
Owned
by Each Reporting
Person
With: |
5. |
Sole
Voting Power |
6,418,580(1)
|
6. |
Shared
Voting Power |
0
|
7. |
Sole
Dispositive Power |
6,418,580(1)
|
8. |
Shared
Dispositive Power
|
0 |
9. |
Aggregate
Amount Beneficially Owned by Each Reporting Person
|
6,418,580(1)
|
10. |
Check
Box if the Aggregate Amount in Row (9) Excludes Certain Shares
|
☐
|
11. |
Percent
of Class Represented by Amount in Row (9)
|
8.1%(2) |
12. |
Type
of Reporting Person |
IN
|
(1) |
Represents
6,418,580 ordinary shares of the Issuer held of record by MLT Holding Limited, a British Virgin Islands company, wholly owned by
Ms. Luting Meng. |
|
|
(2) |
Percentage
is calculated based on 79,563,300 ordinary shares of the Issuer issued and outstanding as of April 29, 2024, as reported by the Issuer
on its annual report on Form 20-F for the fiscal year ended December 31, 2023 filed with the Securities and Exchange Commission on
April 29, 2024 (the “Form 20-F”). |
CUSIP No. G57037106 |
|
|
1. |
Names
of Reporting Persons
MLT Holding 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 |
6,418,580(1)
|
6. |
Shared
Voting Power |
0
|
7. |
Sole
Dispositive Power |
6,418,580(1)
|
8. |
Shared
Dispositive Power
|
0 |
9. |
Aggregate
Amount Beneficially Owned by Each Reporting Person
|
6,418,580(1)
|
10. |
Check
Box if the Aggregate Amount in Row (9) Excludes Certain Shares
|
☐
|
11. |
Percent
of Class Represented by Amount in Row (9)
|
8.1%(2) |
12. |
Type
of Reporting Person |
CO
|
(1) |
Represents
6,418,580 ordinary shares of the Issuer held of record by MLT Holding Limited, a British Virgin Islands company, wholly owned by
Ms. Luting Meng. |
|
|
(2) |
Percentage
is calculated based on 79,563,300 ordinary shares of the Issuer issued and outstanding as of April 29, 2024, as reported by the Issuer
on the Form 20-F. |
Item
1.
|
(a) |
Name
of Issuer: Lucas GC Limited (the “Issuer”) |
|
|
|
|
(b) |
Address
of Issuer’s Principal Executive Offices: Room 5A01, 4th Floor, Air China Building, Xiaoyun Road, Sanyuanqiao, Chaoyang District,
Beijing 100027, China. |
Item
2.
|
(a) |
Name
of Person Filing: |
|
|
|
|
Luting
Meng |
|
|
|
MLT
Holding Limited |
|
|
|
(each
a “Reporting Person” and collectively, the “Reporting Persons”) |
|
|
|
(b) |
Address
of Principal Business Office or, if none, Residence: |
|
|
|
|
Luting
Meng: Room 5A01, 4th Floor, Air China Building, Xiaoyun Road, Sanyuanqiao, Chaoyang District, Beijing 100027, China |
|
|
|
MLT
Holding Limited: Sea Meadow House, P.O. Box 116, Road Town, Tortola, British Virgin Islands |
|
|
|
(c) |
Citizenship: |
|
|
|
|
Luting
Meng: People’s Republic of China |
|
|
|
MLT
Holding Limited: British Virgin Islands |
|
|
|
(d) |
Title
of Class of Securities: ordinary shares, par value $0.000005 per share, of the Issuer |
|
|
|
|
(e) |
CUSIP
Number: G57037106 |
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 the attached cover pages. |
|
|
|
|
|
(b) |
Percentage
of class: |
|
|
|
|
|
See
the responses to Item 11 on the attached cover pages. |
|
|
|
|
|
(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 the attached cover pages. |
|
|
|
|
|
|
(ii) |
Shared
power to vote or to direct the vote: |
|
|
|
|
|
|
|
See
the responses to Item 6 on the attached cover pages. |
|
|
|
|
|
|
(iii) |
Sole
power to dispose or to direct the disposition of: |
|
|
|
|
|
|
|
See
the responses to Item 7 on the attached cover pages. |
|
|
|
|
|
|
(iv) |
Shared
power to vote or to direct the disposition of: |
|
|
|
|
|
|
|
See
the responses to Item 8 on the attached cover pages. |
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:
October 22, 2024
|
Luting
Meng |
|
|
|
By: |
/s/
Luting Meng |
|
MLT
Holding Limited |
|
|
|
By: |
/s/
Luting Meng |
|
Name: |
Luting
Meng |
|
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 ordinary shares of Lucas GC Limited 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:
October 22, 2024
|
Luting
Meng |
|
|
|
By: |
/s/
Luting Meng |
|
MLT
Holding Limited |
|
|
|
By: |
/s/
Luting Meng |
|
Name: |
Luting
Meng
|
|
Title: |
Director |
Lucas GC (NASDAQ:LGCL)
Gráfica de Acción Histórica
De Oct 2024 a Nov 2024
Lucas GC (NASDAQ:LGCL)
Gráfica de Acción Histórica
De Nov 2023 a Nov 2024