Filing Details
- Accession Number:
- 0001493152-25-008113
- Form Type:
- 13D Filing
- Publication Date:
- 2025-02-23 19:00:00
- Filed By:
- Hongwei Mu
- Company:
- Chijet Motor Company Inc.
- Filing Date:
- 2025-02-24
- SEC Url:
- 13D Filing
Ownership Summary
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 |
---|---|---|---|---|---|---|
Hongwei Mu | 5,465,263 | 0 | 2,163,477 | 0 | 5,465,263 | 59.04% |
Chijet Holdings Limited | 0 | 0 | 2,163,477 | 0 | 2,163,477 | 23.37% |
Lichun Wu | 0 | 0 | 3,301,786 | 0 | 3,301,786 | 35.67% |
Euroamer Kaiwan Technology Company Limited | 0 | 0 | 3,301,786 | 0 | 3,301,786 | 35.67% |
Filing
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 2)
|
Chijet Motor Company, Inc. (Name of Issuer) |
Class A Ordinary Shares, par value $0.003 per share (Title of Class of Securities) |
G4465R111 (CUSIP Number) |
Hongwei Mu NO. 8 BEIJING S. RD., ECONOMIC & TECH. DEV. ZONE YANTAI SHANDONG, F4, CN37264006 86 0535 2766221 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) |
02/18/2025 (Date of Event Which Requires Filing of This Statement) |
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.


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).
SCHEDULE 13D
|
CUSIP No. | G4465R111 |
1 |
Name of reporting person
Hongwei Mu | ||||||||
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)
OO | ||||||||
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
CHINA
| ||||||||
Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
11 | Aggregate amount beneficially owned by each reporting person
5,465,263.00 | ||||||||
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)
59.04 % | ||||||||
14 | Type of Reporting Person (See Instructions)
IN |
Comment for Type of Reporting Person:
The numbers in Rows 7 and 11 consist of:
(A)(i) 1,737,397 class A ordinary shares, par value $0.003 per share ("Class A Ordinary Shares"), of Chijet Motor Company, Inc. (the "Company") held by Chijet Holdings Limited ("CHL") prior to the consummation of the cashless exercise of the warrant to purchase ordinary shares, as amended, issued to CHL on January 7, 2025 (the "CHL Cashless Exercise"), (ii) 426,080 Class A Ordinary Shares issued to CHL upon the CHL Cashless Exercise (the foregoing Class A Ordinary Shares, collectively, the "CHL Shares"); and
(B) (i) 2,457,102 Class A Ordinary Shares held by Euroamer Kaiwan Technology Company Limited (the "EKT") prior to the consummation of the cashless exercise of the warrant to purchase ordinary shares, as amended, issued to EKT on January 7, 2025 (the "EKT Cashless Exercise"); and (ii) 844,684 Class A Ordinary Shares issued to EKT in the EKT Cashless Exercise (the foregoing Class A Ordinary Shares, collectively, the "EKT Shares").
Mr. Hongwei Mu is the director of CHL and as such, may be deemed to be the beneficial owner of the CHL Shares. Additionally, Mr. Mu may be deemed to be the beneficial owner of the EKT Shares by virtue of the Voting Agreement (as defined and described below). Mr. Mu disclaims any beneficial ownership of the reported shares other than to the extent of any pecuniary interest he may have therein, directly or indirectly.
The Company, Hongwei Mu, CHL, and EKT entered into a voting agreement dated February 20, 2025 (the "Voting Agreement"). Under the terms of the Voting Agreement, all shareholders, including Euroamer and Chijet Holdings, agree to vote their shares in alignment with Mr. Mu's directives on matters requiring shareholder or board approval, particularly those related to the operation and development of the company, its subsidiaries, and affiliates. This includes matters such as the election of directors, corporate governance decisions, and other resolutions necessary for the company's strategic direction. Furthermore, the Voting Agreement provides Mr. Mu with an irrevocable proxy, allowing him to exercise voting rights on behalf of these shareholders if they fail to vote in accordance with the agreement within fifteen days of a written request. This proxy, which is coupled with an interest, is binding for the duration of the agreement and remains effective despite any changes in shareholder status, including death, disability, or entity restructuring. The Voting Agreement remains effective from February 20, 2025, through June 1, 2026, unless terminated earlier upon the liquidation or insolvency of the company or the transfer of shares by any shareholder subject to the agreement, in which case it ceases immediately. The numbers in Rows 7 and 11 reflect the result of the Voting Agreement, a copy of which is attached hereto as Exhibit 3 and is incorporated by reference herein in its entirety.
The number in Row 9 consists of the CHL Shares.
The percentage in Row 13 is calculated using a denominator of a total of 9,256,621 Class A Ordinary Shares outstanding as of February 19, 2025, as provided by the Company.
SCHEDULE 13D
|
CUSIP No. | G4465R111 |
1 |
Name of reporting person
Chijet Holdings 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)
OO | ||||||||
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
VIRGIN ISLANDS, BRITISH
| ||||||||
Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
11 | Aggregate amount beneficially owned by each reporting person
2,163,477.00 | ||||||||
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)
23.37 % | ||||||||
14 | Type of Reporting Person (See Instructions)
CO |
Comment for Type of Reporting Person:
The numbers in Rows 9 and 11 consist of:
(i) 1,737,397 class A ordinary shares, par value $0.003 per share ("Class A Ordinary Shares"), of Chijet Motor Company, Inc. (the "Company") held by Chijet Holdings Limited ("CHL") prior to the consummation of the cashless exercise of the warrant to purchase ordinary shares, as amended, issued to CHL on January 7, 2025 (the "CHL Cashless Exercise"), (ii) 426,080 Class A Ordinary Shares issued to CHL upon the CHL Cashless Exercise (the foregoing Class A Ordinary Shares, collectively, the "CHL Shares").
The Company, Hongwei Mu, CHL, and EKT entered into a voting agreement dated February 20, 2025 (the "Voting Agreement"). Under the terms of the Voting Agreement, all shareholders, including Euroamer and Chijet Holdings, agree to vote their shares in alignment with Mr. Mu's directives on matters requiring shareholder or board approval, particularly those related to the operation and development of the company, its subsidiaries, and affiliates. This includes matters such as the election of directors, corporate governance decisions, and other resolutions necessary for the company's strategic direction. Furthermore, the Voting Agreement provides Mr. Mu with an irrevocable proxy, allowing him to exercise voting rights on behalf of these shareholders if they fail to vote in accordance with the agreement within fifteen days of a written request. This proxy, which is coupled with an interest, is binding for the duration of the agreement and remains effective despite any changes in shareholder status, including death, disability, or entity restructuring. The Voting Agreement remains effective from February 20, 2025, through June 1, 2026, unless terminated earlier upon the liquidation or insolvency of the company or the transfer of shares by any shareholder subject to the agreement, in which case it ceases immediately. The numbers in Rows 7, 8 and 10 reflect the result of the Voting Agreement, a copy of which is attached hereto as Exhibit 3 and is incorporated by reference herein in its entirety.
Mr. Hongwei Mu is the director of CHL and as such, may be deemed to be the beneficial owner of the CHL Shares. Additionally, Mr. Mu may be deemed to be the beneficial owner of the EKT Shares by virtue of the Voting Agreement (as defined and described below). Mr. Mu disclaims any beneficial ownership of the reported shares other than to the extent of any pecuniary interest he may have therein, directly or indirectly.
The percentage in Row 13 is calculated using a denominator of a total of 9,256,621 Class A Ordinary Shares outstanding as of February 19, 2025, as provided by the Company.
SCHEDULE 13D
|
CUSIP No. | G4465R111 |
1 |
Name of reporting person
Lichun Wu | ||||||||
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)
OO | ||||||||
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
CANADA (FEDERAL LEVEL)
| ||||||||
Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
11 | Aggregate amount beneficially owned by each reporting person
3,301,786.00 | ||||||||
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)
35.67 % | ||||||||
14 | Type of Reporting Person (See Instructions)
IN |
Comment for Type of Reporting Person:
The numbers in Rows 9 and 11 consist of:
(i) 2,457,102 Class A Ordinary Shares held by Euroamer Kaiwan Technology Company Limited (the "EKT") prior to the consummation of the cashless exercise of the warrant to purchase ordinary shares, as amended, issued to EKT on January 7, 2025 (the "EKT Cashless Exercise"); and (ii) 844,684 Class A Ordinary Shares issued to EKT in the EKT Cashless Exercise (the foregoing Class A Ordinary Shares, collectively, the "EKT Shares").
Mr. Lichun Wu is the director of EKT and as such, may be deemed to be the beneficial owner of the foregoing securities held by EKT. Mr. Wu disclaims any beneficial ownership of the reported shares other than to the extent of any pecuniary interest he may have therein, directly or indirectly. However, pursuant to a voting agreement by and among the Company, Hongwei Mu, CHL, and EKT dated February 20, 2025 (the "Voting Agreement"), all shareholders, including Euroamer and Chijet Holdings, agree to vote their shares in alignment with Mr. Mu's directives on matters requiring shareholder or board approval, particularly those related to the operation and development of the company, its subsidiaries, and affiliates. This includes matters such as the election of directors, corporate governance decisions, and other resolutions necessary for the company's strategic direction. Furthermore, the Voting Agreement provides Mr. Mu with an irrevocable proxy, allowing him to exercise voting rights on behalf of these shareholders if they fail to vote in accordance with the agreement within fifteen days of a written request. This proxy, which is coupled with an interest, is binding for the duration of the agreement and remains effective despite any changes in shareholder status, including death, disability, or entity restructuring. The Voting Agreement remains effective from February 20, 2025, through June 1, 2026, unless terminated earlier upon the liquidation or insolvency of the company or the transfer of shares by any shareholder subject to the agreement, in which case it ceases immediately. The numbers in Rows 7 and 8 reflect the result of the Voting Agreement, a copy of which is attached hereto as Exhibit 3 and is incorporated by reference herein in its entirety.
The percentage in Row 13 is calculated using a denominator of a total of 9,256,621 Class A Ordinary Shares outstanding as of February 19, 2025, as provided by the Company.
SCHEDULE 13D
|
CUSIP No. | G4465R111 |
1 |
Name of reporting person
Euroamer Kaiwan Technology Company Limited | ||||||||
2 | Check the appropriate box if a member of a Group (See Instructions)
![]() ![]() | ||||||||
3 | SEC use only | ||||||||
4 |
Source of funds (See Instructions)
OO | ||||||||
5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
![]() | ||||||||
6 | Citizenship or place of organization
HONG KONG
| ||||||||
Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
11 | Aggregate amount beneficially owned by each reporting person
3,301,786.00 | ||||||||
12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
![]() | ||||||||
13 | Percent of class represented by amount in Row (11)
35.67 % | ||||||||
14 | Type of Reporting Person (See Instructions)
CO |
Comment for Type of Reporting Person:
The numbers in Rows 9 and 11 consist of:
(i) 2,457,102 Class A Ordinary Shares held by Euroamer Kaiwan Technology Company Limited (the "EKT") prior to the consummation of the cashless exercise of the warrant to purchase ordinary shares, as amended, issued to EKT on January 7, 2025 (the "EKT Cashless Exercise"); and (ii) 844,684 Class A Ordinary Shares issued to EKT in the EKT Cashless Exercise (the foregoing Class A Ordinary Shares, collectively, the "EKT Shares").
Mr. Lichun Wu is the director of EKT and as such, may be deemed to be the beneficial owner of the foregoing securities held by EKT. Mr. Wu disclaims any beneficial ownership of the reported shares other than to the extent of any pecuniary interest he may have therein, directly or indirectly. However, pursuant to a voting agreement by and among the Company, Hongwei Mu, CHL, and EKT dated February 20, 2025 (the "Voting Agreement"), all shareholders, including Euroamer and Chijet Holdings, agree to vote their shares in alignment with Mr. Mu's directives on matters requiring shareholder or board approval, particularly those related to the operation and development of the company, its subsidiaries, and affiliates. This includes matters such as the election of directors, corporate governance decisions, and other resolutions necessary for the company's strategic direction. Furthermore, the Voting Agreement provides Mr. Mu with an irrevocable proxy, allowing him to exercise voting rights on behalf of these shareholders if they fail to vote in accordance with the agreement within fifteen days of a written request. This proxy, which is coupled with an interest, is binding for the duration of the agreement and remains effective despite any changes in shareholder status, including death, disability, or entity restructuring. The Voting Agreement remains effective from February 20, 2025, through June 1, 2026, unless terminated earlier upon the liquidation or insolvency of the company or the transfer of shares by any shareholder subject to the agreement, in which case it ceases immediately. The numbers in Rows 7 and 8 reflect the result of the Voting Agreement, a copy of which is attached hereto as Exhibit 3 and is incorporated by reference herein in its entirety.
The percentage in Row 13 is calculated using a denominator of a total of 9,256,621 Class A Ordinary Shares outstanding as of February 19, 2025, as provided by the Company.
SCHEDULE 13D
|
Item 1. | Security and Issuer | |
(a) | Title of Class of Securities:
Class A Ordinary Shares, par value $0.003 per share | |
(b) | Name of Issuer:
Chijet Motor Company, Inc. | |
(c) | Address of Issuer's Principal Executive Offices:
NO. 8 BEIJING S. RD., ECONOMIC & TECH. DEV. ZONE YANTAI, SHANDONG,
CHINA
, CN37264006. | |
Item 1 Comment:
This Amendment No. 2 (this "Amendment") amends and supplements the Schedule 13D filed with the U.S. Securities and Exchange Commission (the "SEC") on February 16, 2024 by Hongwei Mu, Chijet Holdings Limited ("CHL"), Lichun Wu, and Euroamer Kaiwan Technology Company Limited ("EKT", each, a "Reporting Person", collectively, the "Reporting Persons"), as amended by Amendment No.1 filed with the SEC on January 10, 2025, by Hongwei Mu and CHL, and the Schedule 13D filed with the SEC on January 10, 2025 by Lichun Wu and EKT (collectively, the "Original 13D").
The purpose of this Amendment is to report that, (i) pursuant to the warrant to purchase ordinary shares, as amended, issued by Chijet Motor Company, Inc (the "Company") to CHL and EKT on January 7, 2025, respectively (collectively, the "Warrants"), and notices of exercise delivered to the Company in February 2025, CHL and EKT have cashlessly exercised the purchase rights represented by the Warrants (the "Cashless Exercise"); and (ii) pursuant to voting agreement dated February 20, 2025, by and among the Company, Hongwei Mu, CHL, and EKT (the "Voting Agreement"), under which CHL and EKT agreed to vote in favor of proposals supported by Hongwei Mu concerning the Company's operations and development. Additionally, they shall vote for the election of directors nominated by Hongwei Mu and the removal of any designated directors as required. To ensure compliance, the Voting Agreement grants Hongwei Mu (or his designee) an irrevocable proxy, allowing him to vote the shares of any shareholder who fails to do so within 15 days of a written request. The Voting Agreement remains in effect until June 1, 2026, unless terminated earlier by share transfers or company liquidation. It is enforceable through specific performance, meaning legal remedies such as injunctions can be used to compel compliance. Through these provisions, Hongwei Mu has been granted the power to vote or direct the vote of the Class A Ordinary Shares held by EKT and may be deemed to be the beneficial owner of the foregoing securities held by EKT.
Except as specifically provided herein, this Amendment does not modify any of the information previously reported on the Original 13D. All disclosure in respect of items contained in the Original 13D where no new information is provided for such item in this Amendment is incorporated herein by reference. Capitalized terms not otherwise defined in this Amendment shall have the same meanings ascribed thereto in the Original 13D. | ||
Item 3. | Source and Amount of Funds or Other Consideration | |
The information set forth in Item 1 is hereby incorporated by reference in its entirety herein. All of the Class A Ordinary Shares to which this Amendment relates were acquired by the Reporting Person in connection with the Cashless Exercise and the Voting Agreement. | ||
Item 4. | Purpose of Transaction | |
The information set forth in Item 1 is hereby incorporated by reference in its entirety herein. The transaction described in this Amendment pursuant to the Warrants was for investment purposes.
Except for the foregoing, the Reporting Persons have no plans or proposals which relate to, or could result in, any of the matters referred to in Item 4 of Schedule 13D. | ||
Item 5. | Interest in Securities of the Issuer | |
(a) | The aggregate number and percentage of the Class A Ordinary Shares deemed to be beneficially owned by Hongwei Mu is 5,465,263 and 59.04%.
The aggregate number and percentage of the Class A Ordinary Shares beneficially owned by CHL is 2,163,477 and 23.37%.
The aggregate number and percentage of the Class A Ordinary Shares deemed to be beneficially owned by Lichun Wu is 3,301,786 and 35.67%.
The aggregate number and percentage of the Class A Ordinary Shares beneficially owned by EKT is 3,301,786 and 35.67%. | |
(b) | Hongwei Mu:
Sole power to vote or to direct the vote: 5,465,263
Shared power to vote or to direct the vote: /
Sole power to dispose or to direct the disposition: 2,163,477
Shared power to dispose or to direct the disposition: /
Chijet Holdings Limited:
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: 2,163,477
Shared power to dispose or to direct the disposition: /
Lichun Wu:
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: 3,301,786
Shared power to dispose or to direct the disposition: /
Euroamer Kaiwan Technology Company Limited:
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: 3,301,786
Shared power to dispose or to direct the disposition: / | |
(c) | Except as described in Item 1 and Original 13D, neither Reporting Person has effected any transactions in the Class A Ordinary Shares of the Company in the past 60 days. | |
(d) | Not applicable | |
(e) | Not applicable | |
Item 6. | Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer | |
The information contained in Items 1 of this Amendment is incorporated by reference herein. | ||
Item 7. | Material to be Filed as Exhibits. | |
3 Voting Agreement, dated as of February 20, 2025, by and among the Company, Hongwei Mu, Chijet Holdings Limited, and Euroamer Kaiwan Technology Company Limited 4 Joint Filing Agreement, dated as of February 24, 2025, by and among Hongwei Mu, Chijet Holdings Limited, Lichun Wu, and Euroamer Kaiwan Technology Company Limited |
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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