Sec Form 13G Filing - MPC VI L.P. filing for Yxt.Com Group Holding Ltd (YXT) - 2024-11-15

CUSIP number 988740106 has been assigned to the American Depositary Shares (“ADSs”) of the issuer, which are quoted on The Nasdaq Global Market under the symbol “YXT.” Each ADS represents three Class A ordinary shares.

 Name of Reporting Persons

 MPC VI L.P.

 Check the Appropriate Box if a Member of a Group (See Instructions)

 (a) ☐  (b) ☒ (1)

 SEC Use Only

 Citizenship or Place of Organization

 Cayman Islands

Number of

Shares

Beneficially 

Owned by

Each

Reporting

Person

With

 Sole Voting Power

 0

 Shared Voting Power

 10,726,477 (2)

 Sole Dispositive Power

 0

 Shared Dispositive Power

 10,726,477 (2)

 Aggregate Amount Beneficially Owned by Each Reporting Person

 10,726,477 (2)

 Check if the Aggregate Amount in Row 9 Excludes Certain Shares (See Instructions)

 ☐

 Percent of Class Represented by Amount in Row 9

 6.6% (2)

 Type of Reporting Person (See Instructions)

 PN

This statement on Schedule 13G is filed by MPC HK VI, MPC VI, MPC VI-A, MPC Management VI, MPC VI GP and Su (each as defined in Item 2(a) below and collectively, the “Reporting Persons”). The Reporting Persons expressly disclaim status as a “group” for purposes of this Schedule 13G.

Consists of 10,726,477 Class A ordinary shares held indirectly by MPC VI (through MPC HK VI). MPC Management VI and MPC VI GP are the direct and indirect general partners, respectively, of MPC VI and MPC VI-A, and as such, may exercise voting and dispositive power over these shares. Su, a director of MPC VI GP, may be deemed to share voting and dispositive power over these shares.

This percentage is calculated based on 163,294,773 Class A ordinary shares issued and outstanding as of August 15, 2024 as reported in the Issuer’s prospectus on Form 424(b)(4) (the “Prospectus”) and filed with the Securities and Exchange Commission (“Commission”) on August 16, 2024.

 Name of Reporting Persons

 MPC VI-A L.P.

 Check the Appropriate Box if a Member of a Group (See Instructions)

 (a) ☐  (b) ☒ (1)

 SEC Use Only

 Citizenship or Place of Organization

 Cayman Islands

Number of

Shares

Beneficially 

Owned by

Each

Reporting

Person

With

 Sole Voting Power

 0

 Shared Voting Power

 1,161,451 (2)

 Sole Dispositive Power

 0

 Shared Dispositive Power

 1,161,451 (2)

 Aggregate Amount Beneficially Owned by Each Reporting Person

 1,161,451 (2)

 Check if the Aggregate Amount in Row 9 Excludes Certain Shares (See Instructions)

 ☐

 Percent of Class Represented by Amount in Row 9

 0.7% (3)

 Type of Reporting Person (See Instructions)

 PN

The Reporting Persons expressly disclaim status as a “group” for purposes of this Schedule 13G.

Consists of 1,161,451 Class A ordinary shares held indirectly by MPC VI-A (through MPC HK VI). MPC Management VI and MPC VI GP are the direct and indirect general partners, respectively, of MPC VI and MPC VI-A, and as such, may exercise voting and dispositive power over these shares. Su, a director of MPC VI GP, may be deemed to share voting and dispositive power over these shares.

This percentage is calculated based on 163,294,773 Class A ordinary shares issued and outstanding as of August 15, 2024 as reported in the Issuer’s Prospectus and filed with the Commission on August 16, 2024.

 Name of Reporting Persons

 MPC Management VI, L.P.

 Check the Appropriate Box if a Member of a Group (See Instructions)

 (a) ☐  (b) ☒ (1)

 SEC Use Only

 Citizenship or Place of Organization

 Cayman Islands

Number of

Shares

Beneficially 

Owned by

Each

Reporting

Person

With

 Sole Voting Power

 0

 Shared Voting Power

 11,887,928 (2)

 Sole Dispositive Power

 0

 Shared Dispositive Power

 11,887,928 (2)

 Aggregate Amount Beneficially Owned by Each Reporting Person

 11,887,928 (2)

 Check if the Aggregate Amount in Row 9 Excludes Certain Shares (See Instructions)

 ☐

 Percent of Class Represented by Amount in Row 9

 7.3% (3)

 Type of Reporting Person (See Instructions)

 PN

The Reporting Persons expressly disclaim status as a “group” for purposes of this Schedule 13G.

Consists of (i) 10,726,477 Class A ordinary shares held indirectly by MPC VI and (ii) 1,161,451 Class A ordinary shares held indirectly by MPC VI-A (in each case through MPC HK VI). MPC Management VI and MPC VI GP are the direct and indirect general partners, respectively, of MPC VI and MPC VI-A, and as such, may exercise voting and dispositive power over these shares. Su, a director of MPC VI GP, may be deemed to share voting and dispositive power over these shares.

This percentage is calculated based on 163,294,773 Class A ordinary shares issued and outstanding as of August 15, 2024 as reported in the Issuer’s Prospectus and filed with the Commission on August 16, 2024.

 Name of Reporting Persons

 MPC VI GP GP, Ltd.

 Check the Appropriate Box if a Member of a Group (See Instructions)

 (a) ☐  (b) ☒ (1)

 SEC Use Only

 Citizenship or Place of Organization

 Cayman Islands

Number of

Shares

Beneficially 

Owned by

Each

Reporting

Person

With

 Sole Voting Power

 0

 Shared Voting Power

 11,887,928 (2)

 Sole Dispositive Power

 0

 Shared Dispositive Power

 11,887,928 (2)

 Aggregate Amount Beneficially Owned by Each Reporting Person

 11,887,928 (2)

 Check if the Aggregate Amount in Row 9 Excludes Certain Shares (See Instructions)

 ☐

 Percent of Class Represented by Amount in Row 9

 7.3% (3)

 Type of Reporting Person (See Instructions)

 CO

The Reporting Persons expressly disclaim status as a “group” for purposes of this Schedule 13G.

Consists of (i) 10,726,477 Class A ordinary shares held indirectly by MPC VI and (ii) 1,161,451 Class A ordinary shares held indirectly by MPC VI-A (in each case through MPC HK VI). MPC Management VI and MPC VI GP are the direct and indirect general partners, respectively, of MPC VI and MPC VI-A, and as such, may exercise voting and dispositive power over these shares. Su, a director of MPC VI GP, may be deemed to share voting and dispositive power over these shares.

This percentage is calculated based on 163,294,773 Class A ordinary shares issued and outstanding as of August 15, 2024 as reported in the Issuer’s Prospectus and filed with the Commission on August 16, 2024.

 Name of Reporting Persons

 MPC VI Hong Kong Limited

 Check the Appropriate Box if a Member of a Group (See Instructions)

 (a) ☐  (b) ☒ (1)

 SEC Use Only

 Citizenship or Place of Organization

 Hong Kong, China

Number of

Shares

Beneficially 

Owned by

Each

Reporting

Person

With

 Sole Voting Power

 0

 Shared Voting Power

 11,887,928 (2)

 Sole Dispositive Power

 0

 Shared Dispositive Power

 11,887,928 (2)

 Aggregate Amount Beneficially Owned by Each Reporting Person

 11,887,928 (2)

 Check if the Aggregate Amount in Row 9 Excludes Certain Shares (See Instructions)

 ☐

 Percent of Class Represented by Amount in Row 9

 7.3% (3)

 Type of Reporting Person (See Instructions)

 CO

The Reporting Persons expressly disclaim status as a “group” for purposes of this Schedule 13G.

Consists of (i) 10,726,477 Class A ordinary shares held indirectly by MPC VI and (ii) 1,161,451 Class A ordinary shares held indirectly by MPC VI-A (in each case through MPC HK VI). MPC Management VI and MPC VI GP are the direct and indirect general partners, respectively, of MPC VI and MPC VI-A, and as such, may exercise voting and dispositive power over these shares. Su, a director of MPC VI GP, may be deemed to share voting and dispositive power over these shares.

This percentage is calculated based on 163,294,773 Class A ordinary shares issued and outstanding as of August 15, 2024 as reported in the Issuer’s Prospectus and filed with the Commission on August 16, 2024.

 Name of Reporting Persons

 David Su Tuong Sing

 Check the Appropriate Box if a Member of a Group (See Instructions)

 (a) ☐  (b) ☒ (1)

 SEC Use Only

 Citizenship or Place of Organization

 Republic of Singapore

Number of

Shares

Beneficially 

Owned by

Each

Reporting

Person

With

 Sole Voting Power

 0

 Shared Voting Power

 11,887,928 (2)

 Sole Dispositive Power

 0

 Shared Dispositive Power

 11,887,928 (2)

 Aggregate Amount Beneficially Owned by Each Reporting Person

 11,887,928 (2)

 Check if the Aggregate Amount in Row 9 Excludes Certain Shares (See Instructions)

 ☐

 Percent of Class Represented by Amount in Row 9

 7.3% (3)

 Type of Reporting Person (See Instructions)

 IN

The Reporting Persons expressly disclaim status as a “group” for purposes of this Schedule 13G.

Consists of (i) 10,726,477 Class A ordinary shares held indirectly by MPC VI and (ii) 1,161,451 Class A ordinary shares held indirectly by MPC VI-A (in each case through MPC HK VI). MPC Management VI and MPC VI GP are the direct and indirect general partners, respectively, of MPC VI and MPC VI-A, and as such, may exercise voting and dispositive power over these shares. Su, a director of MPC VI GP, may be deemed to share voting and dispositive power over these shares.

This percentage is calculated based on 163,294,773 Class A ordinary shares issued and outstanding as of August 15, 2024 as reported in the Issuer’s Prospectus and filed with the Commission on August 16, 2024.

Name of Issuer:

Address of Issuer’s Principal Executive Offices:

Filing Person

Title of Class of Securities:

CUSIP Number:

If this statement is filed pursuant to §§ 240.13d-1(b), or 240.13d-2(b) or (c), check whether the person filing is a:

Ownership.

Amount beneficially owned:

Percent of class:

Number of shares as to which the person has:

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

Except to the extent of his or its pecuniary interest therein, each Reporting Person disclaims beneficial ownership of such ordinary shares, except for the shares, if any, such Reporting Person holds of record.

Ownership of Five Percent or Less of a Class.

Ownership of More Than Five Percent on Behalf of Another Person.

Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company or Control Person.

Identification and Classification of Members of the Group.

Notice of Dissolution of the Group.

Certifications.