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UNITED STATES |
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SECURITIES AND EXCHANGE COMMISSION |
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Washington, D.C. 20549 |
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SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. 1)*
CooTek (Cayman) Inc.
(Name of Issuer)
Class A Ordinary Shares, par value $0.00001 per share
(Title of Class of Securities)
G2490L 109
(CUSIP Number)
December 31, 2019
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
o |
Rule 13d-1(b) |
o |
Rule 13d-1(c) |
x |
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).
CUSIP No. G2490L 109 |
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Page 2 of 8 pages |
1. |
Name of Reporting Person
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2. |
Check the Appropriate Box if a Member of a Group | |||
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(a) |
o | ||
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(b)
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o
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3. |
SEC Use Only
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4. |
Citizenship or Place of Organization
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Number of |
5. |
Sole Voting Power
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6. |
Shared Voting Power
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7. |
Sole Dispositive Power
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8. |
Shared Dispositive Power
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9. |
Aggregate Amount Beneficially Owned by Each Reporting Person
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10. |
Check if the Aggregate Amount in Row (9) Excludes Certain Shares o
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11. |
Percent of Class Represented by Amount in Row 9
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12. |
Type of Reporting Person | |||
CUSIP No. G2490L 109 |
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Page 3 of 8 pages |
1. |
Name of Reporting Person
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2. |
Check the Appropriate Box if a Member of a Group | |||
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(a) |
o | ||
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(b)
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o
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3. |
SEC Use Only
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4. |
Citizenship or Place of Organization
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Number of |
5. |
Sole Voting Power
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6. |
Shared Voting Power
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7. |
Sole Dispositive Power
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8. |
Shared Dispositive Power
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9. |
Aggregate Amount Beneficially Owned by Each Reporting Person
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10. |
Check if the Aggregate Amount in Row (9) Excludes Certain Shares o
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11. |
Percent of Class Represented by Amount in Row 9
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12. |
Type of Reporting Person | |||
CUSIP No. G2490L 109 |
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Page 4 of 8 pages |
1. |
Name of Reporting Person
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2. |
Check the Appropriate Box if a Member of a Group | |||
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(a) |
o | ||
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(b)
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o
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3. |
SEC Use Only
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4. |
Citizenship or Place of Organization
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Number of |
5. |
Sole Voting Power
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6. |
Shared Voting Power
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7. |
Sole Dispositive Power
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8. |
Shared Dispositive Power
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9. |
Aggregate Amount Beneficially Owned by Each Reporting Person
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10. |
Check if the Aggregate Amount in Row (9) Excludes Certain Shares o
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11. |
Percent of Class Represented by Amount in Row 9
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12. |
Type of Reporting Person | |||
CUSIP No. G2490L 109 |
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Page 5 of 8 pages |
Item 1(a). |
Name of Issuer:
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Item 1(b). |
Address of Issuers Principal Executive Offices:
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Item 2(a). |
Name of Person Filing:
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Item 2(b). |
Address of Principal Business Office or, if none, Residence:
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Item 2(c). |
Citizenship:
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Item 2(d). |
Title of Class of Securities:
The Issuers ordinary shares consist of Class A ordinary shares and Class B ordinary shares. Each holder of Class A ordinary shares is entitled to one vote per share and each holder of Class B ordinary shares is entitled to twenty-five votes per share on all matters submitted to them for a vote. Class B ordinary shares are convertible at any time by the holder thereof into Class A ordinary shares on a one-for-one basis. Class A ordinary shares are not convertible into Class B ordinary shares under any circumstances.
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Item 2(e). |
CUSIP Number:
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Item 3. |
If this statement is filed pursuant to §§240.13d-1(b), or 240.13d-2(b) or (c), check whether the persons filing is a: Not applicable |
Item 4. |
Ownership |
Reporting Person |
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Amount |
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Percent of |
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Percent of |
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Sole power to |
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Shared power |
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Sole power to |
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Shared power |
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Kan Zhang |
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246,224,465 |
(1) |
7.9 |
%(2) |
68.2 |
%(3) |
246,224,465 |
(1) |
0 |
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246,224,465 |
(1) |
0 |
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Karls Global CoolStuff Investment Inc. |
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246,224,465 |
(1) |
7.9 |
%(2) |
68.2 |
%(3) |
246,224,465 |
(1) |
0 |
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246,224,465 |
(1) |
0 |
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Kans Universe Investment Limited |
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246,224,465 |
(1) |
7.9 |
%(2) |
68.2 |
%(3) |
246,224,465 |
(1) |
0 |
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246,224,465 |
(1) |
0 |
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CUSIP No. G2490L 109 |
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Page 6 of 8 pages |
(1) |
Represents 246,224,465 Class B ordinary shares held by Kans Global CoolStuff Investment Inc., a British Virgin Islands company. Kans Global CoolStuff Investment Inc. is wholly owned by Kans Universe Investment Limited, a British Virgin Islands company, which is ultimately owned by Karls Global CoolStuff Investment Trust, a trust established under the laws of Guernsey and managed by Cantrust (Far East) Limited as the trustee. Kan Zhang is the settlor of this trust, and Mr. Zhang and his family members are the trusts beneficiaries. Under the terms of this trust, Mr. Zhang has the power to direct the trustee with respect to the retention or disposal of, and the exercise of any voting and other rights attached to, the shares of the Issuer held by Kans Global CoolStuff Investment Inc. Mr. Zhang is the sole director of Kans Global CoolStuff Investment Inc. |
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(2) |
The beneficial ownership of Mr. Zhang, Kans Global CoolStuff Investment Inc. and Kans Universe Investment Limited represents 7.9% of total ordinary shares, assuming conversion of all outstanding Class B ordinary shares into the same number of Class A ordinary shares as of December 31, 2019. The percentage of class of securities beneficially owned by each Reporting Person is calculated based on 2,870,119,332 Class A ordinary shares and 246,224,465 Class B ordinary shares of the Issuer outstanding as of December 31, 2019, based on the information provided by the Issuer. |
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(3) |
For each Reporting Person, percentage of aggregate voting power is calculated by dividing the voting power beneficially owned by such Reporting Person by the voting power of all of the Issuers Class A and Class B ordinary shares as a single class. Each holder of Class A ordinary shares is entitled to one vote per share and each holder of Class B ordinary shares is entitled to twenty-five votes per share on all matters submitted to them for a vote. |
Item 5. |
Ownership of Five Percent or Less of a Class: |
Not applicable | |
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Item 6. |
Ownership of More than Five Percent on Behalf of Another Person: |
Not applicable | |
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Item 7. |
Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company or Controlling Person: |
Not applicable | |
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Item 8. |
Identification and Classification of Members of the Group: |
Not applicable | |
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Item 9. |
Notice of Dissolution of Group: |
Not applicable | |
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Item 10. |
Certifications: |
Not applicable |
CUSIP No. G2490L 109 |
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Page 7 of 8 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: February 10, 2020
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Kan Zhang | |
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/s/ Kan Zhang | |
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Kans Global CoolStuff Investment Inc. | |
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By: |
/s/ Kan Zhang |
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Name: |
Kan Zhang |
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Title: |
Director |
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Kans Universe Investment Inc. | |
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By: |
/s/ Kan Zhang |
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Name: |
Kan Zhang |
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Title: |
Authorized Signatory |
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 ordinary shares, par value $0.00001 per share, of CooTek (Cayman) Inc., a Cayman Islands company, 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.
IN WITNESS WHEREOF, the undersigned hereby execute this Agreement as of February 10, 2020.
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Kan Zhang | |
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/s/ Kan Zhang | |
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Kans Global CoolStuff Investment Inc. | |
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By: |
/s/ Kan Zhang |
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Name: |
Kan Zhang |
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Title: |
Director |
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Kans Universe Investment Inc. | |
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By: |
/s/ Kan Zhang |
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Name: |
Kan Zhang |
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Title: |
Authorized Signatory |