Insider filing report for Changes in Beneficial Ownership
- Schedule 13G & 13D forms are used to report a party's ownership of stock which exceeds 5% of a company's total stock issue.
- Schedule 13G is a shorter version of Schedule 13D with fewer reporting requirements.
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934*
Snail, Inc.
(Name of Issuer)
Class A Common Stock, par value $0.0001 per share
(Title of Class of Securities)
83301J100
(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) | |
| 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 disclosures provided in a prior cover page.
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).
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CUSIP No. 83301J100
|
SCHEDULE 13G | Page 1 of 5 Pages |
| 1 |
NAMES OF REPORTING PERSONS
Qianrong Capital Limited
| ||
| 2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ¨ (b) ¨ | ||
| 3 |
SEC USE ONLY
| ||
| 4 |
CITIZENSHIP OR PLACE OF ORGANIZATION
Cayman Islands
| ||
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
|
5 |
SOLE VOTING POWER
0
| |
| 6 |
SHARED VOTING POWER
1,840,090
| ||
| 7 |
SOLE DISPOSITIVE POWER
0
| ||
| 8 |
SHARED DISPOSITIVE POWER
1,840,090
| ||
| 9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,840,090
| ||
| 10 |
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ¨
¨ | ||
| 11 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
22.6% (1)
| ||
| 12 |
TYPE OF REPORTING PERSON
CO
| ||
(1) Based upon 8,157,443 shares of Class A common stock of the Issuer reported to be outstanding as of December 14, 2022 in the Issuer’s Form 10-Q, filed with the SEC on December 15, 2022.
|
CUSIP No. 83301J100
|
SCHEDULE 13G | Page 2 of 5 Pages |
| 1 |
NAMES OF REPORTING PERSONS
Suzhou Ding Rong Investment Management Limited
| ||
| 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
0
| |
| 6 |
SHARED VOTING POWER
1,840,090 (1)
| ||
| 7 |
SOLE DISPOSITIVE POWER
0
| ||
| 8 |
SHARED DISPOSITIVE POWER
1,840,090 (1)
| ||
| 9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,840,090 (1)
| ||
| 10 |
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ¨
| ||
| 11 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
22.6% (2)
| ||
| 12 |
TYPE OF REPORTING PERSON
CO
| ||
(1) Include 1,840,090 shares of Class A common stock held of record by Qianrong Capital Limited, which is wholly owned by Suzhou Ding Rong Investment Management Limited. Suzhou Ding Rong Investment Management Limited may be deemed to beneficially own the shares held by Qianrong Capital Limited.
(2) Based upon 8,157,443 shares of Class A common stock of the Issuer reported to be outstanding as of December 14, 2022 in the Issuer’s Form 10-Q, filed with the SEC on December 15, 2022.
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CUSIP No. 83301J100
|
SCHEDULE 13G | Page 3 of 5 Pages |
1 |
NAMES OF REPORTING PERSONS
Xiaoming Ye
| ||
| 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
0
| |
| 6 |
SHARED VOTING POWER
1,840,090 (1)
| ||
| 7 |
SOLE DISPOSITIVE POWER
0
| ||
| 8 |
SHARED DISPOSITIVE POWER
1,840,090 (1)
| ||
| 9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,840,090 (1)
| ||
| 10 |
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ¨
| ||
| 11 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
22.6% (2)
| ||
| 12 |
TYPE OF REPORTING PERSON
IN
| ||
(1) Include 1,840,090 shares of Class A common stock held of record by Qianrong Capital Limited, which is wholly owned by Suzhou Ding Rong Investment Management Limited. Xiaoming Ye is the controlling shareholder and the executive director of Suzhou Ding Rong Investment Management Limited and may be deemed to beneficially own the shares directly held by Qianrong Capital Limited. Xiaoming Ye disclaims the beneficial ownership of any of the shares of the Issuer directly held by Qianrong Capital Limited, except to the extent of her pecuniary interests therein.
(2) Based upon 8,157,443 shares of Class A common stock of the Issuer reported to be outstanding as of December 14, 2022 in the Issuer’s Form 10-Q prospectus, filed with the SEC on December 15, 2022.
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CUSIP No. 83301J100
|
SCHEDULE 13G | Page 4 of 5 Pages |
| Item 1(a) | Name of Issuer: Snail, Inc. (the “Issuer”) |
| Item 1(b) | Address of Issuer’s Principal Executive Offices: |
12049 Jefferson Boulevard
Culver City
California 90230
United States of America
| Item 2(a) | Name of Persons Filing: |
This Schedule 13G is filed jointly by and on behalf of:
| 1. | Qianrong Capital Limited |
| 2. | Suzhou Ding Rong Investment Management Limited |
| 3. | Xiaoming Ye |
| Item 2(b) | Address of Principal Business Office or, If None, Residence |
The business address of each reporting person is Room 1702, Building 1, No. 9 Cuiwei Street, Moonbay International Center SIP, Suzhou, Jiangsu, PRC.
| Item 2(c) | Citizenship |
| 1. | Qianrong Capital Limited: Cayman Islands |
| 2. | Suzhou Ding Rong Investment Management Limited: People’s Republic of China |
| 3. | Xiaoming Ye: People’s Republic of China |
| Item 2(d) | Title of Class of Securities: Class A common stock, par value $0.0001 per share |
| Item 2(e) | CUSIP Number: 83301J100 |
| Item 3. | Statement Filed Pursuant to Rule 13d-1(b) or 13d-2(b) or (c): Not applicable. |
| Item 4. | Ownership |
The information for each reporting person contained in rows 5-11 of the cover pages and Item 2(a) is incorporated herein by reference.
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CUSIP No. 83301J100
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SCHEDULE 13G | Page 5 of 5 Pages |
| 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 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.
| 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.
| Dated: February 7, 2023 | ||
| Qianrong Capital Limited | ||
| By: | /s/ Xiaoming Ye | |
| Name: | Xiaoming Ye | |
| Title: | Director | |
| Suzhou Ding Rong Investment Management Limited | ||
| By: | /s/ Xiaoming Ye | |
| Name: | Xiaoming Ye | |
| Title: | Executive Director | |
| Xiaoming Ye | ||
| By: | /s/ Xiaoming Ye | |
LIST OF EXHIBITS
TO SCHEDULE 13G
| Exhibit No. | Description |
| A | Joint Filing Agreement |
EXHIBIT A
JOINT FILING AGREEMENT
In accordance with Rule 13d-1(k) promulgated under the Securities Exchange Act of 1934, as amended, the undersigned hereby agree to the joint filing with all other Reporting Persons (as such term is defined in the Schedule 13G referred to below) on behalf of each of them of a statement on Schedule 13G (including amendments thereto) with respect to the Class A common stock, par value of $0.0001 per share, of Snail, Inc., a Delaware company, and that this Agreement may be included as an Exhibit to such joint filing. This Agreement may be executed in any number of counterparts, all of which taken together shall constitute one and the same instrument.
IN WITNESS WHEREOF, the undersigned hereby execute this Agreement as of February 7, 2023.
| Qianrong Capital Limited | ||
| By: | /s/ Xiaoming Ye | |
| Name: | Xiaoming Ye | |
| Title: | Director | |
| Suzhou Ding Rong Investment Management Limited | ||
| By: | /s/ Xiaoming Ye | |
| Name: | Xiaoming Ye | |
| Title: | Executive Director | |
| Xiaoming Ye | ||
| By: | /s/ Xiaoming Ye | |