Filing Details
- Accession Number:
- 0001104659-24-116473
- Form Type:
- 13G Filing
- Publication Date:
- 2024-11-11 19:00:00
- Filed By:
- Xu Siping
- Company:
- Mdjm Ltd
- Filing Date:
- 2024-11-12
- 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 | Beneficially Owned Number of Shares | Beneficially Owned Number of Aggregate Shares | Percent of Class |
|---|---|---|---|
| MDJH Ltd | 0 | 10,200,000 | 0 |
| Siping Xu | 138,205 | 10,200,000 | 138,205 |
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G/A
Under the Securities Exchange Act of 1934
(Amendment No. 1)*
MDJM LTD
(Name of Issuer)
Ordinary Shares, $0.001 Par Value
(Title of Class of Securities)
G59290109
(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) | |
| 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 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. G59290109 |
| 1. | Names of Reporting Persons
MDJH Ltd. |
| 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
0 |
| 6. | Shared Voting Power
10,200,000 | |
| 7. | Sole Dispositive Power
0 | |
| 8. | Shared Dispositive Power
10,200,000 |
| 9. | Aggregate Amount Beneficially Owned by Each Reporting Person
10,200,000 |
| 10. | Check if the Aggregate Amount in Row (9) Excludes Certain Shares ☐
|
| 11. | Percent of Class Represented by Amount in Row (9)
65.3% (1) |
| 12. | Type of Reporting Person
CO |
| (1) | Percentage is calculated based on 15,620,080 ordinary shares outstanding as of September 30, 2024. |
| CUSIP No. G59290109 |
| 1. | Names of Reporting Persons
Siping Xu |
| 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
138,205 |
| 6. | Shared Voting Power
10,200,000 | |
| 7. | Sole Dispositive Power
138,205 | |
| 8. | Shared Dispositive Power
10,200,000 |
| 9. | Aggregate Amount Beneficially Owned by Each Reporting Person
10,338,205 |
| 10. | Check if the Aggregate Amount in Row (9) Excludes Certain Shares ☐
|
| 11. | Percent of Class Represented by Amount in Row (9)
66.2% (1) |
| 12. | Type of Reporting Person
IN |
| (1) | Percentage is calculated based on 15,620,080 ordinary shares outstanding as of September 30, 2024. Siping Xu is the 100% owner of MDJH Ltd., which holds 10,200,000 ordinary shares of MDJM LTD. |
CUSIP No. G59290109
ITEM 1.
(a) Name of Issuer:
MDJM LTD (the “Issuer”)
(b) Address of Issuer’s Principal Executive Offices:
Fernie Castle, Letham
Cupar, Fife, KY15 7RU
United Kingdom
ITEM 2.
(a) Name of Person Filing:
MDJH Ltd.
Siping Xu
(b) Address of Principal Business Office, or if None, Residence:
MDJH Ltd.
Fernie Castle, Letham
Cupar, Fife, KY15 7RU
United Kingdom
Siping Xu
Fernie Castle, Letham
Cupar, Fife, KY15 7RU
United Kingdom
(c) Citizenship:
MDJH Ltd.: British Virgin Islands
Siping Xu: People’s Republic of China
(d) Title of Class of Securities:
Ordinary Shares, par value US$0.001 per share
(e) CUSIP Number:
G59290109
ITEM 3. IF THIS STATEMENT IS FILED PURSUANT TO SS.240.13d-1(b) OR 240.13d-2(b) OR (c), CHECK WHETHER THE PERSON FILING IS A:
Not applicable.
ITEM 4. OWNERSHIP.
The information requested in these paragraphs is incorporated herein by reference to the cover pages to this Schedule 13G.
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.
Not applicable.
ITEM 8. IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF THE GROUP.
Not applicable.
ITEM 9. NOTICE OF DISSOLUTION OF GROUP.
Not applicable.
ITEM 10. CERTIFICATIONS.
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.
| November 12, 2024 | |
| MDJH Ltd. | |
| /s/ Siping Xu | |
| Name: Siping Xu | |
| Title: Sole Director |
| /s/ Siping Xu | |
| Name: Siping Xu |
The original statement shall be signed by each person on whose behalf the statement is filed or his authorized representative. If the statement is signed on behalf of a person by his authorized representative other than an executive officer or general partner of the filing person, evidence of the representative’s authority to sign on behalf of such person shall be filed with the statement, provided, however, that a power of attorney for this purpose which is already on file with the Commission may be incorporated by reference. The name and any title of each person who signs the statement shall be typed or printed beneath his signature.
EXHIBIT INDEX
| Exhibit |
| Exhibit A: Agreement of Joint Filing* |
| * Previously filed |