Sec Form 13D Filing - Ma Baoli filing for BlueCity Holdings LimitedBlueCity Holdings Limited - 2020-07-16

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.

CUSIP number 09610L 106 has been assigned to the American depositary shares (“ADSs”) of the BlueCity Holdings Limited (the “Issuer”), which are quoted on The Nasdaq Global Market under the symbol “BLCT.” Each two (2) ADSs represent one Class A ordinary share of the issuer. CUSIP number G11957 100 has been assigned to the Issuer’s Class A ordinary shares.

CUSIP No.

NAMES OF REPORTING PERSONS

BlueCity Media Limited

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a)  ☐        (b)  ☐

SEC USE ONLY

SOURCE OF FUNDS (See Instructions)

OO

CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)  ☐

CITIZENSHIP OR PLACE OF ORGANIZATION

British Virgin Islands

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

SOLE VOTING POWER

5,771,090 ordinary shares ⁽¹⁾

SHARED VOTING POWER

0

SOLE DISPOSITIVE POWER

5,771,090 ordinary shares ⁽¹⁾

SHARED DISPOSITIVE POWER

0

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

5,771,090 ordinary shares ⁽¹⁾

CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions)  ☐

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

32.4%⁽²⁾

TYPE OF REPORTING PERSON (See Instructions)

CO

Represents (i) 5,614,840 Class B ordinary shares due to the Reporting Person’s beneficial ownership in ordinary shares of the Issuer prior to the initial public offering (“IPO”) of the Issuer, and (ii) 156,250 Class A ordinary shares represented by 312,500 ADSs acquired by BlueCity Media Limited in the Issuer’s IPO.

Calculation is based on 17,825,670 ordinary shares of the Issuer (being the sum of 12,210,830 Class A ordinary shares and 5,614,840 Class B ordinary shares) to which this report is related, issued and outstanding as of July 10, 2020, assuming the underwriters do not exercise their over-allotment option. The Class B ordinary shares are treated as converted into Class A ordinary shares only for the purpose of calculating the percentage of ownership of the Reporting Person.

CUSIP No.

NAMES OF REPORTING PERSONS

Shimmery Sapphire Holding Limited

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a)  ☐        (b)  ☐

SEC USE ONLY

SOURCE OF FUNDS (See Instructions)

OO

CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)  ☐

CITIZENSHIP OR PLACE OF ORGANIZATION

British Virgin Islands

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

SOLE VOTING POWER

5,771,090 ordinary shares ⁽¹⁾

SHARED VOTING POWER

0

SOLE DISPOSITIVE POWER

5,771,090 ordinary shares ⁽¹⁾

SHARED DISPOSITIVE POWER

0

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

5,771,090 ordinary shares ⁽¹⁾

CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions)  ☐

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

32.4%⁽²⁾

TYPE OF REPORTING PERSON (See Instructions)

CO

Represents (i) 5,614,840 Class B ordinary shares due to the Reporting Person’s beneficial ownership in ordinary shares of the Issuer prior to the Issuer’s IPO, and (ii) 156,250 Class A ordinary shares represented by 312,500 ADSs acquired by BlueCity Media Limited in the Issuer’s IPO.

Calculation is based on 17,825,670 ordinary shares of the Issuer (being the sum of 12,210,830 Class A ordinary shares and 5,614,840 Class B ordinary shares) to which this report is related, issued and outstanding as of July 10, 2020, assuming the underwriters do not exercise their over-allotment option. The Class B ordinary shares are treated as converted into Class A ordinary shares only for the purpose of calculating the percentage of ownership of the Reporting Person.

CUSIP No.

NAMES OF REPORTING PERSONS

Cantrust (Far East) Limited

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a)  ☐        (b)  ☐

SEC USE ONLY

SOURCE OF FUNDS (See Instructions)

OO

CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)  ☐

CITIZENSHIP OR PLACE OF ORGANIZATION

British Virgin Islands

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

SOLE VOTING POWER

5,771,090 ordinary shares ⁽¹⁾

SHARED VOTING POWER

0

SOLE DISPOSITIVE POWER

5,771,090 ordinary shares ⁽¹⁾

SHARED DISPOSITIVE POWER

0

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

5,771,090 ordinary shares ⁽¹⁾

CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions)  ☐

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

32.4%⁽²⁾

TYPE OF REPORTING PERSON (See Instructions)

CO

Represents (i) 5,614,840 Class B ordinary shares due to the Reporting Person’s beneficial ownership in ordinary shares of the Issuer prior to the Issuer’s IPO, and (ii) 156,250 Class A ordinary shares represented by 312,500 ADSs acquired by BlueCity Media Limited in the Issuer’s IPO.

Calculation is based on 17,825,670 ordinary shares of the Issuer (being the sum of 12,210,830 Class A ordinary shares and 5,614,840 Class B ordinary shares) to which this report is related, issued and outstanding as of July 10, 2020, assuming the underwriters do not exercise their over-allotment option. The Class B ordinary shares are treated as converted into Class A ordinary shares only for the purpose of calculating the percentage of ownership of the Reporting Person.

CUSIP No.

NAMES OF REPORTING PERSONS

Baoli Ma

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a)  ☐        (b)  ☐

SEC USE ONLY

SOURCE OF FUNDS (See Instructions)

PF

CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)  ☐

CITIZENSHIP OR PLACE OF ORGANIZATION

the People’s Republic of China

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

SOLE VOTING POWER

6,172,771 ordinary shares⁽¹⁾

SHARED VOTING POWER

0

SOLE DISPOSITIVE POWER

6,172,771 ordinary shares ⁽¹⁾

SHARED DISPOSITIVE POWER

0

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

6,172,771 ordinary shares ⁽¹⁾

CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions)  ☐

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

33.9%⁽²⁾

TYPE OF REPORTING PERSON (See Instructions)

IN

Represents (i) 5,614,840 Class B ordinary shares held by BlueCity Media Limited due to its beneficial ownership in ordinary shares of the Issuer prior to the Issuer’s IPO, (ii) 156,250 Class A ordinary shares represented by 312,500 ADSs acquired by BlueCity Media Limited in the Issuer’s IPO, and (iii) 401,681 ordinary shares issuable upon the exercise of options exercisable within 60 days upon the completion of the IPO, held by Baoli Ma.

Calculation is based on 17,825,670 ordinary shares of the Issuer (being the sum of 12,210,830 Class A ordinary shares and 5,614,840 Class B ordinary shares) to which this report is related, issued and outstanding as of July 10, 2020, assuming the underwriters do not exercise their over-allotment option. The Class B ordinary shares are treated as converted into Class A ordinary shares only for the purpose of calculating the percentage of ownership of the Reporting Person.

Security and Issuer.

Identity and Background.

(i) BlueCity Media Limited, a British Virgin Islands company;

(ii) Shimmery Sapphire Holding Limited, a British Virgin Islands company;

(iii) Cantrust (Far East) Limited, a British Virgin Islands company; and

(iv) Baoli Ma, a citizen of the People’s Republic of China (the entity and the individual listed in items (i), (ii), (iii) and (iv) are collectively referred to herein as the “Reporting Persons” and each a “Reporting Person” as applicable).

The office address of Shimmery Sapphire Holding Limited is Ritter House, Wickhams Cay II, Road Town, Tortola VG1110, British Virgin Islands.

The office address of Cantrust (Far East) Limited is Ritter House, Wickhams Cay II, Road Town, Tortola VG1110, British Virgin Islands.

The principal business office of the director of BlueCity Media Limited, or Mr. Baoli Ma, is Block 2 Tower B Room 028, No 22 Pingguo Shequ, Bai Zi Wan Road, Chaoyang District, Beijing, People’s Republic of China.

BlueCity Media Limited does not have any executive officers.

The present principal employment of the director of BlueCity Media Limited, Mr. Baoli Ma, is chairman of the board of directors and chief executive officer of the Issuer.

During the past five years, none of the Reporting Persons has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors), has been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and none of the Reporting Persons was or is, as a result of such proceeding, subject to a judgment, decree or f inal order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.

Source and Amount of Funds or Other Consideration.

Purpose of Transaction.

Interest in Securities of the Issuer.

Contracts, Arrangements, Understandings or Relationships with respect to Securities of the Issuer.

Material to be Filed as Exhibits.

Exhibit
No.

Description

/s/ Baoli Ma

/s/ LAU Lai Sze

/s/ MOCK Yuk Sim

/s/ LAU Lai Sze

/s/ MOCK Yuk Sim

/s/ Baoli Ma