Sec Form 13G Filing - Red Star Macalline Group Corp Ltd @ GigaCloud Technology Inc

Sec Form 13G Filing - Red Star Macalline Group Corp Ltd filing for GigaCloud Technology Inc (GCT) - 2023-01-19

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

(Amendment No. )*

GigaCloud Technology Inc

(Name of Issuer)

Class A Ordinary Shares, par value US$0.05 per share

(Title of Class of Securities)

G38644 103

(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)

☒ 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. G38644 103		SCHEDULE 13G		Page 1 of 8


CUSIP No. G38644 103		SCHEDULE 13G		Page 2 of 8


CUSIP No. G38644 103		SCHEDULE 13G		Page 3 of 8


CUSIP No. G38644 103		SCHEDULE 13G		Page 4 of 8

Item 1(a).

Name of Issuer:

GigaCloud Technology Inc

Item 1(b).

Address of Issuer’s Principal Executive Offices:

Unit A, 12/F, Shun Ho Tower, 24-30 Ice House Street, Central, Hong Kong

Item 2(a).

Name of Person Filing:

Red Star Macalline Group Corporation Limited

Hong Kong Red Star Macalline Universal Home Furnishings Limited

Jianxing Che

Item 2(b).

Address or Principal Business Office or, if None, Residence:

The principal business address of Red Star Macalline Group Corporation Limited and the business address of Mr. Jianxing Che is 8F, South Building, Block B, No.2, Lane 1466, Shenchang Road, Minhang District, Shanghai, China

The registered address of Hong Kong Red Star Macalline Universal Home Furnishings Limited is 31/F Tower Two Times Square, 1 Matheson Street, Causeway Bay, Hong Kong

Item 2(c).

Citizenship:

Red Star Macalline Group Corporation Limited—People’s Republic of China

Hong Kong Red Star Macalline Universal Home Furnishings Limited—Hong Kong

Jianxing Che—People’s Republic of China

Item 2(d).

Title of Class of Securities:

Class A ordinary shares, par value US$0.05 per share (“Class A Ordinary Shares”).

Item 2(e).

CUSIP Number:

G38644 103.

Item 3.

If this statement is filed pursuant to Rule 13d-1(b) or 13d-2(b) or (c), check whether the person filing is a:

(a) ☐

Broker or dealer registered under Section 15 of the Act (15 U.S.C. 78o);

(b) ☐

Bank as defined in Section 3(a)(6) of the Act (15 U.S.C. 78c);

Insurance company as defined in Section 3(a)(19) of the Act (15 U.S.C. 78c);

(d) ☐

Investment company registered under Section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);

(e) ☐

An investment adviser in accordance with §240.13d-1(b)(1)(ii)(E);

(f) ☐

An employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F);

(g) ☐

A parent holding company or control person in accordance with §240.13d-1(b)(1)(ii)(G);

(h) ☐

A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);

(i) ☐

A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);

(j) ☐

A non-U.S. institution in accordance with Rule 13d-1(b)(1)(ii)(J);

(k) ☐

Group, in accordance with Rule 13d-1(b)(1)(ii)(K).

Not applicable.


CUSIP No. G38644 103		SCHEDULE 13G		Page 5 of 8

Item 4.

Ownership.

(a) to (c)

The ownership information presented below represents beneficial ownership of Class A Ordinary Shares as of the date of December 31, 2022, based upon 31,357,814 Class A Ordinary Shares outstanding as of September 30, 2022 as reported in the current report on Form 6-K furnished by the Issuer with the U.S. Securities and Exchange Commission on November 30, 2022.


						Number of shares as to which the person has:
Reporting Person	Amount beneficially owned		Percent of class:			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:
Red Star Macalline Group Corporation Limited		2,943,786		9.4	%		2,943,786		0		2,943,786		0
Hong Kong Red Star Macalline Universal Home Furnishings Limited		2,943,786		9.4	%		2,943,786		0		2,943,786		0
Jianxing Che		2,943,786		9.4	%		2,943,786		0		2,943,786		0

As of December 31, 2022, the beneficial ownership of Red Star Macalline Group Corporation Limited included a total of 2,943,786 Class A Ordinary Shares held of record by Hong Kong Red Star Macalline Universal Home Furnishings Limited. Hong Kong Red Star Macalline Universal Home Furnishings Limited is wholly owned by Red Star Macalline Group Corporation Limited, a company established in China and a public company listed in Hong Kong (HKSE: 1528) and Shanghai (SSE: 601828). The controlling shareholder of Red Star Macalline Group Corporation Limited is Mr. Jianxing Che. Accordingly, Mr. Jianxing Che may be deemed to be the beneficial owner of the shares held by Hong Kong Red Star Macalline Universal Home Furnishings Limited.

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 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.


CUSIP No. G38644 103		SCHEDULE 13G		Page 6 of 8

Item 10.

Certification.

Not applicable.


CUSIP No. G38644 103		SCHEDULE 13G		Page 7 of 8

SIGNATURE

After reasonable inquiry and to the best of the undersigned’s knowledge and belief, the undersigned certify that the information set forth in this statement is true, complete and correct.

Date: January 19, 2023


Red Star Macalline Group Corporation Limited

By:		/s/ Jianxing Che
Name: Jianxing Che
Title: Chairman of Board of Directors and CEO

Hong Kong Red Star Macalline Universal Home Furnishings Limited

By:		/s/ Jianxing Che
Name: Jianxing Che
Title: Director and CEO

Jianxing Che

/s/ Jianxing Che

[Signature Page to Schedule 13G]


CUSIP No. G38644 103		SCHEDULE 13G		Page 8 of 8

LIST OF EXHIBITS


Exhibit No.		Description

A		Joint Filing Agreement

Names of Reporting Persons

Red Star Macalline Group Corporation Limited

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

(a) ☐ (b) ☐

SEC Use Only

Citizenship or Place of Organization

People’s Republic of China