Securities and Exchange Commission

Washington, D.C. 20549

 

Schedule 13G

 

(Rule 13d-102)

 

Information to be Included in Statements Filed Pursuant

to § 240.13d-1(b), (c) and (d) and Amendments Thereto Filed

Pursuant to § 240.13d-2

 

UNDER THE SECURITIES EXCHANGE ACT OF 1934

 

(Amendment No. )*

 

Winc, Inc.

(Name of Issuer)

 

Common Stock

(Title of Class of Securities)

 

97265W105

(CUSIP Number)

 

December 31, 2021

(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 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. 97265W105 Schedule 13G Page 1 of 12

 

1 Names of Reporting Persons

Shining Capital Holdings II L.P.
2 Check the Appropriate Box if a Member of a Group (a) ¨
(b) x
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
 
858,780
7 Sole Dispositive Power
 
-0-
8 Shared Dispositive Power
 
858,780
9 Aggregate Amount Beneficially Owned by Each Reporting Person

858,780
10 Check if the Aggregate Amount in Row (9) Excludes Certain Shares

Not Applicable
11 Percent of Class Represented by Amount in Row 9

6.6%
12 Type of Reporting Person

IA

 

 

 

 

CUSIP No. 97265W105 Schedule 13G Page 2 of 12

 

1 Names of Reporting Persons

Shining Capital Management III Limited
2 Check the Appropriate Box if a Member of a Group (a) ¨
(b) x
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
 
149,379
7 Sole Dispositive Power
 
-0-
8 Shared Dispositive Power
 
149,379
9 Aggregate Amount Beneficially Owned by Each Reporting Person

149,379
10 Check if the Aggregate Amount in Row (9) Excludes Certain Shares

Not Applicable
11 Percent of Class Represented by Amount in Row 9

1.1%
12 Type of Reporting Person

IA

 

 

 

 

CUSIP No. 97265W105 Schedule 13G Page 3 of 12

 

1 Names of Reporting Persons

Dreamer Pathway Limited (BVI)
2 Check the Appropriate Box if a Member of a Group (a) ¨
(b) x
3 SEC Use Only
 
4 Citizenship or Place of Organization

British Virgin Islands
Number of Shares
Beneficially Owned
by Each Reporting
Person With
5 Sole Voting Power
 
-0-
6 Shared Voting Power
 
429,390
7 Sole Dispositive Power
 
-0-
8 Shared Dispositive Power
 
429,390
9 Aggregate Amount Beneficially Owned by Each Reporting Person

429,390
10 Check if the Aggregate Amount in Row (9) Excludes Certain Shares

Not Applicable
11 Percent of Class Represented by Amount in Row 9

3.3%
12 Type of Reporting Person

CO

 

 

 

 

CUSIP No. 97265W105 Schedule 13G Page 4 of 12

 

1 Names of Reporting Persons

Shiningwine Limited (BVI)
2 Check the Appropriate Box if a Member of a Group (a) ¨
(b) x
3 SEC Use Only
 
4 Citizenship or Place of Organization

British Virgin Islands
Number of Shares
Beneficially Owned
by Each Reporting
Person With
5 Sole Voting Power
 
-0-
6 Shared Voting Power
 
429,390
7 Sole Dispositive Power
 
-0-
8 Shared Dispositive Power
 
429,390
9 Aggregate Amount Beneficially Owned by Each Reporting Person

429,390
10 Check if the Aggregate Amount in Row (9) Excludes Certain Shares

Not Applicable
11 Percent of Class Represented by Amount in Row 9

3.3%
12 Type of Reporting Person

CO

 

 

 

 

CUSIP No. 97265W105 Schedule 13G Page 5 of 12

 

1 Names of Reporting Persons

Dream Catcher Investments
2 Check the Appropriate Box if a Member of a Group (a) ¨
(b) x
3 SEC Use Only
 
4 Citizenship or Place of Organization

British Virgin Islands
Number of Shares
Beneficially Owned
by Each Reporting
Person With
5 Sole Voting Power
 
-0-
6 Shared Voting Power
 
149,379
7 Sole Dispositive Power
 
-0-
8 Shared Dispositive Power
 
149,379
9 Aggregate Amount Beneficially Owned by Each Reporting Person

149,379
10 Check if the Aggregate Amount in Row (9) Excludes Certain Shares

Not Applicable
11 Percent of Class Represented by Amount in Row 9

1.1%
12 Type of Reporting Person

CO

 

 

 

 

CUSIP No. 97265W105 Schedule 13G Page 6 of 12

 

1 Names of Reporting Persons

Xiangwei Weng
2 Check the Appropriate Box if a Member of a Group (a) ¨
(b) x
3 SEC Use Only
 
4 Citizenship or Place of Organization

Hong Kong
Number of Shares
Beneficially Owned
by Each Reporting
Person With
5 Sole Voting Power
 
12,820
6 Shared Voting Power
 
1,008,159
7 Sole Dispositive Power
 
12,820
8 Shared Dispositive Power
 
1,008,159
9 Aggregate Amount Beneficially Owned by Each Reporting Person

1,020,979
10 Check if the Aggregate Amount in Row (9) Excludes Certain Shares

Not Applicable
11 Percent of Class Represented by Amount in Row 9

7.8%
12 Type of Reporting Person

IN

 

 

 

 

CUSIP No. 97265W105 Schedule 13G Page 7 of 12

 

ITEM 1. (a) Name of Issuer:

 

Winc, Inc. (the “Issuer”).

 

(b) Address of Issuer’s Principal Executive Offices:

 

1751 Berkeley St., Studio 3, Santa Monica, CA 90404

 

ITEM 2. (a) Name of Person Filing:

 

This statement is filed on behalf of each of the following persons (each, a “Reporting Person,” and, collectively, the “Reporting Persons”):

 

  (i) Shining Capital Holdings II L.P., Shining Capital Management III Limited, Cayman Islands limited companies (together “Shining Capital”);
     
  (ii) Dreamer Pathway Limited (BVI), a British Virgin Islands limited company (“Dreamer Pathway”);
     
  (iii) Shiningwine Limited (BVI), a British Virgin Islands limited company (“Shiningwine”);
     
  (iv) Dream Catcher Investments, a British Virgin Islands limited company (“Dream Catcher”); and
     
  (v) Xiangwei Weng, a citizen of Hong Kong.

 

(c) Address or Principal Business Office:

 

The business address of Shining Capital, Dreamer Pathway, Shiningwine and Dream Catcher is Suite 8101, Level 81, International Commerce Centre, 1 Austin Road West Kowloon, Hong Kong, Hong Kong. The business address of Xiangwei Weng is c/o Winc, Inc., 1751 Berkeley St., Studio 3, Santa Monica, CA 90404.

 

(d) Citizenship of each Reporting Person is:

 

The citizenship or place of organization of each Reporting Person is set forth in Item 2(a).

 

(e) Title of Class of Securities:

 

Common Stock, par value $0.0001 per share (“Common Stock”).

 

(f) CUSIP Number:

 

97265W105

 

 

 

 

CUSIP No. 97265W105 Schedule 13G Page 8 of 12

 

ITEM 3.  

 

Not applicable.

 

ITEM 4. Ownership.

 

(a-c)

 

The ownership information presented below represents beneficial ownership of Common Stock of the Issuer as of December 31, 2021, based upon 13,159,170 shares of Common Stock outstanding as of December 8, 2021, based on the Issuer’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on December 9, 2021.

 

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:
 
Shining Capital(1)     1,008,159       7.7             1,008,159             1,008,159  
Dreamer Pathway(1)     429,390       3.3             429,390             429,390  
Shiningwine(1)     429,390       3.3             429,390             429,390  
Dream Catcher(1)     149,379       1.1             149,379             149,379  
Xiangwei Weng(2)     1,020,979       7.8       12,820       1,008,159       12,820       1,008,159  
                                                 

 

(1) Shining Capital is the beneficial owner of 1,008,159 shares of Common Stock, which consists of (i) 429,390 shares held of record by Dreamer Pathway, (ii) 429,390 shares held of record by Shiningwine and (iii) 149,379 shares held by Dream Catcher. Shining Capital is the investment manager for each of Dreamer Pathway, Shiningwine and Dream Catcher and may be deemed to have shared voting and investment control over the shares held by Dreamer Pathway, Shiningwine and Dream Catcher.
     
(2) Xiangwei Weng is the beneficial owner of 1,020,979 shares of Common Stock, which consists of (i) 1,008,159 shares beneficially owned by Shining Capital and (ii) 12,820 shares held of record by Mr. Weng underlying an award of restricted stock units. Mr. Weng is the founder and chief executive officer of Shining Capital and may be deemed to have voting and investment control over the shares beneficially owned by Shining Capital.

 

ITEM 5. Ownership of Five Percent or Less of a Class.

 

Not applicable.

 

 

 

 

CUSIP No. 97265W105 Schedule 13G Page 9 of 12

 

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.

 

Not applicable.

 

ITEM 8. Identification and Classification of Members of the Group.

 

See Exhibit I.

 

ITEM 9. Notice of Dissolution of Group.

 

Not applicable.

 

ITEM 10. Certification.

 

Not applicable.

 

 

 

 

CUSIP No. 97265W105 Schedule 13G Page 10 of 12

 

SIGNATURE

 

After reasonable inquiry and to the best of its knowledge and belief, each of the undersigned certifies that the information with respect to it set forth in this statement is true, complete and correct.

 

Date: February 14, 2022

 

  Shining Capital Holdings II L.P.
   
  By: /s/ Xiangwei Weng
  Name: Xiangwei Weng
  Title: Director
   
  Shining Capital Management III Limited
   
  By: /s/ Xiangwei Weng
  Name: Xiangwei Weng
  Title: Director
   
  Dreamer Pathway Limited (BVI)
   
  By: /s/ Xiangwei Weng
  Name: Xiangwei Weng
  Title: Director
   
  Shiningwine Limited (BVI)
   
  By: /s/ Xiangwei Weng
  Name: Xiangwei Weng
  Title: Director
   
  Dream Catcher Investments
   
  By: /s/ Xiangwei Weng
  Name: Xiangwei Weng
  Title: Director
   
  Xiangwei Weng
   
  /s/ Xiangwei Weng

 

 

 

 

CUSIP No. 97265W105 Schedule 13G Page 11 of 12

 

EXHIBIT I

 

JOINT FILING AGREEMENT

 

This will confirm the agreement by and among the undersigned that the Schedule 13G filed with the Securities and Exchange Commission on or about the date hereof with respect to the beneficial ownership by the undersigned of the Common Stock, par value $0.0001 per share, of Winc, Inc., a Delaware corporation, will be filed on behalf of each of the persons and entities named below in accordance with Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended. This Joint Filing Agreement may be executed in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.

 

Date: February 14, 2022

 

  Shining Capital Holdings II L.P.
   
  By: /s/ Xiangwei Weng
  Name: Xiangwei Weng
  Title: Director
   
  Shining Capital Management III Limited
   
  By: /s/ Xiangwei Weng
  Name: Xiangwei Weng
  Title: Director
   
  Dreamer Pathway Limited (BVI)
   
  By: /s/ Xiangwei Weng
  Name: Xiangwei Weng
  Title: Director
   
  Shiningwine Limited (BVI)
   
  By: /s/ Xiangwei Weng
  Name: Xiangwei Weng
  Title: Director

 

 

 

 

CUSIP No. 97265W105 Schedule 13G Page 12 of 12

 

  Dream Catcher Investments
   
  By: /s/ Xiangwei Weng
  Name: Xiangwei Weng
  Title: Director
   
  Xiangwei Weng
   
  /s/ Xiangwei Weng

 

 

 

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