Smart Share Global Limited
8.70%
44,187,573
1834253
83193E102
Jan 4, 2025
Jan 10, 2025, 04:03 PM
Reporting Persons (8)
This is a joint filing. The reported shares may overlap between reporting persons and should not be summed.
| Name | Type | % of Class | Aggregate | Sole Voting | Shared Voting |
|---|---|---|---|---|---|
| Mars Guangyuan Cai | Individual | 8.70% | 44,187,573 | 44,187,573 | 0 |
| Smart Share Holdings Limited | CO | 8.70% | 44,187,573 | 44,187,573 | 0 |
| Peifeng Xu | Individual | 6.10% | 31,034,500 | 31,034,500 | 0 |
| Super June Limited | CO | 6.10% | 31,034,500 | 31,034,500 | 0 |
| Victor Yaoyu Zhang | Individual | 1.70% | 8,391,970 | 8,391,970 | 0 |
| Victor Family Limited | CO | 1.70% | 8,391,970 | 8,391,970 | 0 |
| Maria Yi Xin | Individual | 0.70% | 3,611,387 | 3,611,387 | 0 |
| Jade Dew Capital Limited | CO | 0.70% | 3,611,387 | 3,611,387 | 0 |
Disclosure Items (7)
Class A ordinary shares, par value $0.0001 per share
Smart Share Global Limited
6th Fl, 799 Tianshan W Rd, Changning Dt, Shanghai, F4, 200335
This Schedule 13D is being filed jointly by Mars Guangyuan Cai ("Mr. Cai"), Smart Share Holdings Limited (together with Mr. Cai, the "CEO Reporting Persons"), Peifeng Xu ("Mr. Xu"), Super June Limited (together with Mr. Xu, the "President Reporting Persons"), Victor Yaoyu Zhang ("Mr. Zhang"), Victor Family Limited (together with Mr. Zhang, the "CMO Reporting Persons"), Maria Yi Xin ("Ms. Xin") and Jade Dew Capital Limited (together with Ms. Xin, the "CFO Reporting Persons") (each of the CEO Reporting Persons, the President Reporting Persons, the CMO Reporting Persons and the CFO Reporting Persons, a "Reporting Person" and collectively, the "Reporting Persons" and Mr. Cai, Mr. Xu, Mr. Zhang and Ms. Xin, collectively, "Management Members").
(i) Mr. Cai is a citizen of the People's Republic of China whose principal business address is 6th Floor, 799 Tianshan W Road, Changning District, Shanghai 200335, People's Republic of China. Mr. Cai's principal occupation is as chairman of the board of directors and chief executive officer of the Issuer. (ii) Smart Share Holdings Limited is a company incorporated under the laws of the British Virgin Islands whose principal business address is Sea Meadow House, P.O. Box 116, Road Town, Tortola, British Virgin Islands and is wholly owned and controlled by Mr. Cai. Smart Share Holdings Limited is an investment holding company. Mr. Cai is the sole director of Smart Share Holdings Limited and, as of the date hereof, it does not have any executive officers. (iii) Mr. Xu is a citizen of the People's Republic of China whose principal business address is 6th Floor, 799 Tianshan W Road, Changning District, Shanghai 200335, People's Republic of China. Mr. Xu's principal occupation is as director and president of the Issuer. (iv) Super June Limited is a company incorporated under the laws of the British Virgin Islands whose principal business address is Sea Meadow House, P.O. Box 116, Road Town, Tortola, British Virgin Islands and is wholly owned and controlled by Mr. Xu. Super June Limited is an investment holding company. Mr. Xu is the sole director of Super June Limited and, as of the date hereof, it does not have any executive officers. (v) Mr. Zhang is a citizen of the People's Republic of China whose principal business address is 6th Floor, 799 Tianshan W Road, Changning District, Shanghai 200335, People's Republic of China. Mr. Zhang's principal occupation is as chief marketing officer of the Issuer. (vi) Victor Family Limited is a company incorporated under the laws of the British Virgin Islands whose principal business address is Sea Meadow House, P.O. Box 116, Road Town, Tortola, British Virgin Islands and is wholly owned and controlled by Mr. Zhang. Victor Family Limited is an investment holding company. Mr. Zhang is the sole director of Victor Family Limited and, as of the date hereof, it does not have any executive officers. (vii) Ms. Xin is a citizen of the People's Republic of China whose principal business address is 6th Floor, 799 Tianshan W Road, Changning District, Shanghai 200335, People's Republic of China. Ms. Xin's principal occupation is as director and chief financial officer of the Issuer. (viii) Jade Dew Capital Limited is a company incorporated under the laws of the British Virgin Islands whose principal business address is Sea Meadow House, P.O. Box 116, Road Town, Tortola, British Virgin Islands and is wholly owned and controlled by Ms. Xin. Jade Dew Capital Limited is an investment holding company. Ms. Xin is the sole director of Jade Dew Capital Limited and, as of the date hereof, it does not have any executive officers.
See (b)
See (d)
See (b)
This Schedule 13D is not being filed in connection with any acquisition or disposition of equity securities of the Issuer by the Reporting Persons and, consequently, no funds were used by the Reporting Persons for such purpose. The descriptions of the Consortium Agreement (as defined below) and the Proposal Letter (as defined below) in Item 4 are incorporated herein by reference in their entirety.
The responses of each of the Reporting Persons with respect to Rows 7 through 13 of the cover pages of this Schedule 13D (including but not limited to footnotes to such information) are incorporated herein by reference. The information set forth in Items 2 and 4 is incorporated herein by reference. As of the date hereof, in the aggregate, the Reporting Persons may be deemed to beneficially own 87,225,430 Ordinary Shares, which consists of (i) 73,973,970 Class B Ordinary Shares, (ii) 11,466,460 Class A Ordinary Shares (including Class A Ordinary Shares in the form of ADSs), and (iii) 1,785,000 Class A Ordinary Shares in the form of ADSs issuable to the Reporting Persons upon the exercise of vested options within 60 days after the date hereof, which, in the aggregate, represents approximately 17.1% of the total number of Class A Ordinary Shares (assuming the conversion of the Class B Ordinary Shares beneficially owned by the Reporting Persons into Class A Ordinary Shares) and approximately 64.1% of the aggregate voting power of the Issuer. All percentages in this Item 5 are calculated based on 508,867,491 Ordinary Shares deemed to be outstanding with respect to the Reporting Persons, which consists of (i) 507,082,491 Ordinary Shares outstanding as of December 31, 2024 based on information provided by the Issuer, and (ii) 1,785,000 Class A Ordinary Shares in the form of ADSs issuable to the Reporting Persons upon the exercise of vested options within 60 days after the date hereof. The Reporting Persons may be deemed to be members of a "group" pursuant to Section 13(d) of the Exchange Act as a result of entering into the Consortium Agreement and submitting the Proposal Letter. However, each Reporting Person expressly disclaims beneficial ownership for all purposes of the Class A Ordinary Shares (including Class A Ordinary Shares in the form of ADSs) and Class B Ordinary Shares that are beneficially owned (or deemed to be beneficially owned) by the other Reporting Persons or any other reporting person. Neither the filing of this Schedule 13D nor any of its contents shall be deemed to constitute an admission that any of the Reporting Persons beneficially owns any Class A Ordinary Shares (including Class A Ordinary Shares in the form of ADSs) or any Class B Ordinary Shares that are beneficially owned (or deemed to be beneficially owned) by the other Reporting Persons or any other reporting person. The Reporting Persons are only responsible for the information contained in this Schedule 13D and assume no responsibility for information contained in any other Schedule 13D filed by any other reporting person.
See (a)
Except as disclosed in this Schedule 13D, to the knowledge of each of the Reporting Persons, none of the Reporting Persons has effected any transactions in the Ordinary Shares (including Class A Ordinary Shares in the form of ADSs) during the past 60 days.
Not applicable.
Not applicable.
Item 4 of this Schedule 13D is incorporated herein by reference. Pursuant to Rule 13d-1(k) promulgated under the Exchange Act, the Reporting Persons have entered into an agreement with respect to the joint filing of this Schedule 13D and any amendment or amendments hereto, a copy of which is attached hereto as Exhibit 99.1 and incorporated herein by reference. On January 5, 2025, the Management Members and Trustar Capital entered into the Consortium Agreement described in Item 4 of this Schedule 13D, a copy of which is attached hereto as Exhibit 99.2 and incorporated herein by reference. On January 5, 2025, the Management Members and Trustar Capital submitted to the board of directors of the Issuer the Proposal Letter described in Item 4 of this Schedule 13D, a copy of which is attached hereto as Exhibit 99.3 and incorporated herein by reference. Except as described herein, there are no contracts, arrangements, understandings or relationships (legal or otherwise) among the Reporting Persons and any other person with respect to any securities of the Issuer.
Exhibit 99.1 Joint Filing Agreement, dated January 10, 2025, among the Reporting Persons Exhibit 99.2 Consortium Agreement, dated January 5, 2025 Exhibit 99.3 Proposal Letter, dated January 5, 2025