07/16/2026 | Press release | Distributed by Public on 07/16/2026 06:54
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FORM 4
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940 |
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| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | |||
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number. | SEC 1474 (9-02) | ||
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1. Title of Derivative Security (Instr. 3) |
2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) |
4. Transaction Code (Instr. 8) |
5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5) |
6. Date Exercisable and Expiration Date (Month/Day/Year) |
7. Title and Amount of Underlying Securities (Instr. 3 and 4) |
8. Price of Derivative Security (Instr. 5) |
9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) |
10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) |
11. Nature of Indirect Beneficial Ownership (Instr. 4) |
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| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
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Guo Li ROOM 407, TOWER 2, HARBOUR CENTRE 8 HOK CHEUNG ST HONG KONG |
X | X | Co-Chief Executive Officer | |
| /s/ Guo Li | 07/16/2026 | |
| **Signature of Reporting Person | Date |
| * | If the form is filed by more than one reporting person, see Instruction 4(b)(v). |
| ** | Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). |
| (1) | The Class B common shares, par value US$0.0001 per share (the "Class B Common Shares") were acquired directly from the Issuer in a private placement pursuant to a share subscription agreement, dated June 26, 2026 (the "Share Subscription Agreement"), between a company wholly owned by the Reporting Person and the Issuer, at a purchase price of US$0.0001 per share, for an aggregate subscription price of US$500 for 5,000,000 Class B Common Shares. The subscription was approved by the Issuer's board of directors (the "Board") and audit committee of the Board. The transaction closed on July 14, 2026. |
| (2) | The Class B Common Shares acquired are subject to a five (5) year lock-up from the date of issuance of July 14, 2026 under the Share Subscription Agreement, during which the Class B Common Shares may not be transferred, sold, or otherwise disposed of without prior approval of the Board. |
| (3) | Prior to the reported transaction, the Reporting Person beneficially owned no securities of the Issuer, as reflected in the Reporting Person's initial statement of beneficial ownership on Form 3 filed March 19, 2026. |