Filing Details
- Accession Number:
- 0001193125-23-010561
- Form Type:
- 13G Filing
- Publication Date:
- 2023-01-18 19:00:00
- Filed By:
- Red Star Macalline Group Corp Ltd
- Company:
- Gigacloud Technology Inc
- Filing Date:
- 2023-01-19
- SEC Url:
- 13G Filing
Please notice the below summary table is generated without human intervention and may contain errors. Please refer to the complete filing displayed below for exact figures.
| Name | Sole Voting Power | Shared Voting Power | Sole Dispositive Power | Shared Dispositive Power | Aggregate Amount Owned Power | Percent of Class |
|---|---|---|---|---|---|---|
| Red Star Macalline Group Corporation Limited | 2,943,786 | 0 | 2,943,786 | 0 | 2,943,786 | 9.4% |
| Hong Kong Red Star Macalline Universal Home Furnishings Limited | 2,943,786 | 0 | 2,943,786 | 0 | 2,943,786 | 9.4% |
| Jianxing Che | 2,943,786 | 0 | 2,943,786 | 0 | 2,943,786 | 9.4% |
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. )*
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)
December 31, 2022
(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 persons 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 be subject to all other provisions of the Act (however, see the Notes).
| CUSIP No. G38644 103 | SCHEDULE 13G | Page 1 of 8 |
| 1. | Names of Reporting Persons
Red Star Macalline Group Corporation Limited | |||||
| 2. | Check the Appropriate Box if a Member of a Group (See Instructions)
(a) ☐ (b) ☐ | |||||
| 3. | SEC Use Only
| |||||
| 4. | Citizenship or Place of Organization
Peoples Republic of China | |||||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 5. | Sole Voting Power
2,943,786 | ||||
| 6. | Shared Voting Power
0 | |||||
| 7. | Sole Dispositive Power
2,943,786 | |||||
| 8. | Shared Dispositive Power
0 | |||||
| 9. | Aggregate Amount Beneficially Owned by Each Reporting Person
2,943,786 | |||||
| 10. | Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)
☐ | |||||
| 11. | Percent of Class Represented by Amount in Row (9)
9.4% | |||||
| 12. | Type of Reporting Person (See Instructions)
CO | |||||
| CUSIP No. G38644 103 | SCHEDULE 13G | Page 2 of 8 |
| 1. | Names of Reporting Persons
Hong Kong Red Star Macalline Universal Home Furnishings Limited | |||||
| 2. | Check the Appropriate Box if a Member of a Group (See Instructions)
(a) ☐ (b) ☐ | |||||
| 3. | SEC Use Only
| |||||
| 4. | Citizenship or Place of Organization
Hong Kong | |||||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 5. | Sole Voting Power
2,943,786 | ||||
| 6. | Shared Voting Power
0 | |||||
| 7. | Sole Dispositive Power
2,943,786 | |||||
| 8. | Shared Dispositive Power
0 | |||||
| 9. | Aggregate Amount Beneficially Owned by Each Reporting Person
2,943,786 | |||||
| 10. | Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)
☐ | |||||
| 11. | Percent of Class Represented by Amount in Row (9)
9.4% | |||||
| 12. | Type of Reporting Person (See Instructions)
CO | |||||
| CUSIP No. G38644 103 | SCHEDULE 13G | Page 3 of 8 |
| 1. | Names of Reporting Persons
Jianxing Che | |||||
| 2. | Check the Appropriate Box if a Member of a Group (See Instructions)
(a) ☐ (b) ☐ | |||||
| 3. | SEC Use Only
| |||||
| 4. | Citizenship or Place of Organization
Peoples Republic of China | |||||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 5. | Sole Voting Power
2,943,786 | ||||
| 6. | Shared Voting Power
0 | |||||
| 7. | Sole Dispositive Power
2,943,786 | |||||
| 8. | Shared Dispositive Power
0 | |||||
| 9. | Aggregate Amount Beneficially Owned by Each Reporting Person
2,943,786 | |||||
| 10. | Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)
☐ | |||||
| 11. | Percent of Class Represented by Amount in Row (9)
9.4% | |||||
| 12. | Type of Reporting Person (See Instructions)
IN | |||||
| CUSIP No. G38644 103 | SCHEDULE 13G | Page 4 of 8 |
| Item 1(a). | Name of Issuer: |
GigaCloud Technology Inc
| Item 1(b). | Address of Issuers Principal Executive Offices: |
Unit A, 12/F, Shun Ho Tower, 24-30 Ice House Street, Central, Hong Kong
| Item 2(a). | Name of Person Filing: |
Red Star Macalline Group Corporation Limited
Hong Kong Red Star Macalline Universal Home Furnishings Limited
Jianxing Che
| Item 2(b). | Address or Principal Business Office or, if None, Residence: |
The principal business address of Red Star Macalline Group Corporation Limited and the business address of Mr. Jianxing Che is 8F, South Building, Block B, No.2, Lane 1466, Shenchang Road, Minhang District, Shanghai, China
The registered address of Hong Kong Red Star Macalline Universal Home Furnishings Limited is 31/F Tower Two Times Square, 1 Matheson Street, Causeway Bay, Hong Kong
| Item 2(c). | Citizenship: |
Red Star Macalline Group Corporation LimitedPeoples Republic of China
Hong Kong Red Star Macalline Universal Home Furnishings LimitedHong Kong
Jianxing ChePeoples Republic of China
| Item 2(d). | Title of Class of Securities: |
Class A ordinary shares, par value US$0.05 per share (Class A Ordinary Shares).
| Item 2(e). | CUSIP Number: |
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 | Page 5 of 8 |
| Item 4. | Ownership. |
(a) to (c)
The ownership information presented below represents beneficial ownership of Class A Ordinary Shares as of the date of December 31, 2022, based upon 31,357,814 Class A Ordinary Shares outstanding as of September 30, 2022 as reported in the current report on Form 6-K furnished by the Issuer with the U.S. Securities and Exchange Commission on November 30, 2022.
| 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: | ||||||||||||||||||
| Red Star Macalline Group Corporation Limited | 2,943,786 | 9.4 | % | 2,943,786 | 0 | 2,943,786 | 0 | |||||||||||||||||
| Hong Kong Red Star Macalline Universal Home Furnishings Limited | 2,943,786 | 9.4 | % | 2,943,786 | 0 | 2,943,786 | 0 | |||||||||||||||||
| Jianxing Che | 2,943,786 | 9.4 | % | 2,943,786 | 0 | 2,943,786 | 0 | |||||||||||||||||
As of December 31, 2022, the beneficial ownership of Red Star Macalline Group Corporation Limited included a total of 2,943,786 Class A Ordinary Shares held of record by Hong Kong Red Star Macalline Universal Home Furnishings Limited. Hong Kong Red Star Macalline Universal Home Furnishings Limited is wholly owned by Red Star Macalline Group Corporation Limited, a company established in China and a public company listed in Hong Kong (HKSE: 1528) and Shanghai (SSE: 601828). The controlling shareholder of Red Star Macalline Group Corporation Limited is Mr. Jianxing Che. Accordingly, Mr. Jianxing Che may be deemed to be the beneficial owner of the shares held by Hong Kong Red Star Macalline Universal Home Furnishings Limited.
| Item 5. | Ownership of Five Percent or Less of a Class. |
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.
| CUSIP No. G38644 103 | SCHEDULE 13G | Page 6 of 8 |
| Item 10. | Certification. |
Not applicable.
| CUSIP No. G38644 103 | SCHEDULE 13G | Page 7 of 8 |
SIGNATURE
After reasonable inquiry and to the best of the undersigneds knowledge and belief, the undersigned certify that the information set forth in this statement is true, complete and correct.
Date: January 19, 2023
| Red Star Macalline Group Corporation Limited | ||
| By: | /s/ Jianxing Che | |
| Name: Jianxing Che | ||
| Title: Chairman of Board of Directors and CEO | ||
| Hong Kong Red Star Macalline Universal Home Furnishings Limited | ||
| By: | /s/ Jianxing Che | |
| Name: Jianxing Che | ||
| Title: Director and CEO | ||
| Jianxing Che | ||
| /s/ Jianxing Che | ||
[Signature Page to Schedule 13G]
| CUSIP No. G38644 103 | SCHEDULE 13G | Page 8 of 8 |
LIST OF EXHIBITS
| Exhibit No. | Description | |
| A | Joint Filing Agreement | |