SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 1)
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23andMe Holding Co. (Name of Issuer) |
Class A Common Stock, par value $0.0001 per share (Title of Class of Securities) |
90138Q306 (CUSIP Number) |
Richard Magides c/o Zentree Investment Mgmt Pte Ltd, 18 Robinson Road Level 15-01 Singapore, U0, 048547 65 69557665 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) |
03/25/2025 (Date of Event Which Requires Filing of This Statement) |
SCHEDULE 13D
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CUSIP No. | 90138Q306 |
1 |
Name of reporting person
Zentree Investments Limited | ||||||||
2 | Check the appropriate box if a member of a Group (See Instructions)
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3 | SEC use only | ||||||||
4 |
Source of funds (See Instructions)
WC | ||||||||
5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
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6 | Citizenship or place of organization
CAYMAN ISLANDS
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Number of Shares Beneficially Owned by Each Reporting Person With: |
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11 | Aggregate amount beneficially owned by each reporting person
3,249,236.00 | ||||||||
12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
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13 | Percent of class represented by amount in Row (11)
16.0 % | ||||||||
14 | Type of Reporting Person (See Instructions)
OO |
SCHEDULE 13D
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CUSIP No. | 90138Q306 |
1 |
Name of reporting person
Richard Magides | ||||||||
2 | Check the appropriate box if a member of a Group (See Instructions)
![]() ![]() | ||||||||
3 | SEC use only | ||||||||
4 |
Source of funds (See Instructions)
PF | ||||||||
5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
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6 | Citizenship or place of organization
UNITED KINGDOM
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Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
11 | Aggregate amount beneficially owned by each reporting person
3,249,236.00 | ||||||||
12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
![]() | ||||||||
13 | Percent of class represented by amount in Row (11)
16.0 % | ||||||||
14 | Type of Reporting Person (See Instructions)
IN |
SCHEDULE 13D
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Item 1. | Security and Issuer |
(a) | Title of Class of Securities:
Class A Common Stock, par value $0.0001 per share |
(b) | Name of Issuer:
23andMe Holding Co. |
(c) | Address of Issuer's Principal Executive Offices:
870 MARKET STREET, ROOM 415, SAN FRANCISCO,
CALIFORNIA
, 94102. |
Item 2. | Identity and Background |
(a) | Zentree Investments Limited
Richard Magides |
(b) | Zentree Investments Limited
c/o Zentree Investment Management Pte Ltd
18 Robinson Road
Level 15-01
Singapore 048547
Richard Magides
c/o Zentree Investment Management Pte Ltd
18 Robinson Road
Level 15-01
Singapore 048547 |
(c) | Zentree Investments Limited: An exempt company incorporated in the Cayman Islands Richard Magides: Director |
(d) | Neither of the Reporting Persons has, during the last five years, been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors). |
(e) | Neither of the Reporting Persons has, during the last five years, been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws; |
(f) | Zentree Investments Limited: Citizenship The Cayman Islands
Richard Magides: Citizenship British |
Item 3. | Source and Amount of Funds or Other Consideration |
Zentree Investments Limited:
Available net assets were used to purchase the shares of Class A Common Stock referred to in this Schedule 13D.
Richard Magides:
Personal funds were used to purchase the shares of Class A Common Stock referred to in this Schedule 13D. | |
Item 4. | Purpose of Transaction |
We want to ensure that minority investors are afforded a voice, thereby ensuring fair treatment. We seek to prevent the sale of the company at an unreasonable price and advocate for more prudent management of the company's costs. Additionally, we appeal that Class A and Class B shares be granted equal rights. We urge the management to act in the best interests of all shareholders and to address any conflicts of interest between management and investors. | |
Item 5. | Interest in Securities of the Issuer |
(a) | Percentage of class: 16.0%
As of the close of business on March 25, 2025, Zentree Investments Limited and Mr. Magides may be deemed to have beneficially owned 3,249,236 Class A Common Stock of the Issuer outstanding (see Item 5(b) below). This percentage was calculated based on 20,340,344 shares of Class A Common Stock, outstanding as of March 6, 2025, as provided by the Issuer. |
(b) | As of the close of business on March 25, 2025, Zentree Investments Limited and Richard Magides beneficially owned a total of 3,249,236 Class A Common Stock of the Issuer, representing 3,249,236 Class A Common Stock nominal value $0.0001 per share. Of this amount Zentree Investments Limited owns 416,643 shares and Mr. Magides owns 2,832,593 shares. Richard Magides is the director of Zentree Investments Limited and may be deemed to have shared voting control and investment discretion over securities owned by Zentree Investments Limited. |
(c) | Richard Magides
Zentree Investments Limited |
(d) | Not applicable |
(e) | Not applicable |
Item 6. | Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer |
We have no contracts, arrangements, understandings or relationships with respect to securities of the issuer. We only have limited contact with the investor relations representative. | |
Item 7. | Material to be Filed as Exhibits. |
Exhibit 99.1 - Transaction Description |
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.
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