SPI SPI Energy Company Ltd

SCHEDULE 13D

SCHEDULE 13D

This Statement on Schedule 13D (this “Statement”) relates to the ordinary share, par value $0.000001 per share (the “Ordinary Share”), of SPI Energy Co., Ltd., a Cayman Islands company (the “Issuer”). The Issuer’s principal executive offices are located at Suite 2703, 27/F, China Resources Building, 26 Harbour Road, Wan Chai, Hong Kong SAR, China.

(a) - (c) This Statement is being filed by each of the following persons (each, a “Reporting Person” and collectively, the “Reporting Persons”):

(i) Qian Kun Prosperous Times Investment Limited (“Qian Kun”), a British Virgin Islands company; and

(ii) Yunshi Wang, a citizen of the People’s Republic of China.

Qian Kun is a company wholly owned by Yunshi Wang.

The business address of Qian Kun is Sea Meadow House, Blackburne Highway, (P.O. Box 116), Road Town, Tortola, British Virgin Islands.

The business address of Yunshi Wang is 21st Floor, Tower E, Zhonghai International Center, No. 333 Jiaozi Avenue, Hi-tech Industrial Development Zone, Chengdu, Sichuan, People’s Republic of China.

The principal business of Qian Kun is investment.

The principal business of Yunshi Wang is merchant.

With respect to Qian Kun, Yunshi Wang is the sole director of such Reporting Person and there are no other executive officers and directors or persons holding equivalent positions of such Reporting Person.

(d), (e) During the last five years, none of the Reporting Persons has been (i) convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors), or (ii) a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final 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.

(f) The citizenship of Yunshi Wang is the People’s Republic of China.

Qian Kun and the Issuer entered into a purchase agreement (the “Purchase Agreement”) dated as of July 6, 2017. Pursuant to the Purchase Agreement, Qian Kun agreed to subscribe for and purchase from the Issuer, for an aggregate purchase price of $5,760,000, a total of 80,000,000 shares of Ordinary Share (the “Sale Shares”). The share issuance is subject to customary closing conditions. The foregoing description of the terms of the Purchase Agreement is qualified in its entirety by reference to its full text, a copy of which is included as Exhibit 99.1 of this Statement and is incorporated herein by reference. The closing (the “Closing”) of the transactions contemplated under the Purchase Agreement occurred on July 12, 2017.

The purchase of the Sale Shares was funded from the working capital of the Reporting Persons. No borrowed funds were used to purchase such shares of Ordinary Share.

The information set forth in Items 3, 5 and 6 of this Statement is hereby incorporated by reference in this Item 4.

The Reporting Persons will purchase the Sale Shares from the Issuer for investment purposes. The Reporting Persons intend to review their equity interest in the Issuer on a regular basis and, as a result thereof, may at any time or from time to time determine, either alone or as part of a group, (a) to acquire additional securities of the Issuer, through open market purchases, privately negotiated transactions or otherwise, (b) to dispose of all or a portion of the securities of the Issuer owned by them in the open market, in privately negotiated transactions or otherwise, or (c) to take any other available course of action, which could involve one or more of the types of transactions or have one or more of the results described in the next paragraph of this Item 4. Any such acquisition or disposition or other transaction would be made in compliance with all applicable laws and regulations. In reaching any decision as to their course of action (as well as to the specific elements thereof), the Reporting Persons currently expect that they would take into consideration a variety of factors, including, but not limited to, the following: current and anticipated future trading prices of the securities of the Issuer; the financial condition, results of operations and prospects of the Issuer; general economic conditions; and money and stock market conditions, including the market price of the securities of the Issuer.

Other than as set forth in this Statement, the Reporting Persons have no present plans or proposals which relate to or would result in:

(a)    An extraordinary corporate transaction, such as a merger, reorganization or liquidation, involving the Issuer or any of its subsidiaries;

(b)    A sale or transfer of a material amount of assets of the Issuer or of any of its subsidiaries;

(c)    Any change in the present board of directors or management of the Issuer, including any plans or proposals to change the number or term of directors or to fill any existing vacancies on the board;

(d)    Any material change in the present capitalization or dividend policy of the Issuer;

(e)    Any other material change in the Issuer’s business or corporate structure;

(f)    Changes in the Issuer’s charter, bylaws or instruments corresponding thereto or other actions which may impede the acquisition of control of the Issuer by any person;

(g)    A class of securities of the Issuer being delisted from a national securities exchange or ceasing to be authorized to be quoted in an inter-dealer quotation system of a registered national securities association;

(h)    A class of equity securities of the Issuer becoming eligible for termination of registration pursuant to Section 12(g)(4) of the Act; or

(i)    Any action similar to any of those enumerated above.

(a) and (b). The following disclosure assumes that there were 719,065,172 shares of Ordinary Share outstanding and issuable as of the Closing, including (1) 639,065,172 shares of Ordinary Share outstanding as of December 31, 2015 as disclosed in the Issuer’s annual report on Form 20-F/A filed with the Securities Exchange and Commission on January 26, 2017, and (2) 80,000,000 shares of Ordinary Share issued to Qian Kun as of the Closing.

Qian Kun is the direct owner of the Sale Shares. Qian Kun is deemed to have the shared power to vote or to direct the vote or dispose or direct the disposition of 80,000,000 shares of Ordinary Share, representing 11.1% of the Issuer’s total issued and outstanding shares of Ordinary Share as of the Closing.

Yunshi Wang is the indirect owner of the Sale Shares as stated above. Yunshi Wang is deemed to have the shared power to vote or to direct the vote or dispose or direct the disposition of 80,000,000 shares of Ordinary Share, representing 11.1% of the Issuer’s total issued and outstanding shares of Ordinary Share as of the Closing.

Except as disclosed in Items 5(a) and 5(b), none of the Reporting Persons has beneficially own any Ordinary Share, or has the right to acquire any Ordinary Share, nor presently have the power to vote or to direct the vote or to dispose or direct the disposition of any of the Ordinary Share which it may be deemed to beneficially own.

(c)    Except as disclosed in this Statement, none of the Reporting Persons has effected any transaction in the Ordinary Share or other securities of the Issuer during the past 60 days.

(d)    Except as set forth in this Item 5, no person other than the Reporting Persons is known to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, such securities.

(e) Not applicable.

The information set forth in Items 3 and 4 of this Statement is hereby incorporated by reference.

The Reporting Persons entered into a joint filing agreement on July 18, 2017 (the “ Joint Filing Agreement ”), pursuant to which they have agreed to file this Statement jointly in accordance with the provisions of Rule 13d-1(k)(1) under the Securities Exchange Act of 1934, as amended. A copy of the Joint Filing Agreement is attached hereto as  Exhibit 99.2 .

Except as set forth herein, none of the Reporting Persons has any contracts, arrangements, understandings or relationships (legal or otherwise) with respect to any securities of the Issuer, including but not limited to transfer or voting of any of the securities, finder’s fees, joint ventures, loan or option arrangements, puts or calls, guarantees of profits, division of profits or loss, or the giving or withholding of proxies. None of the Sale Shares as beneficially owned by the Reporting Persons is pledged or otherwise subject to a contingency the occurrence of which would give a person voting power or investment power over such securities.

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: July 18, 2017