CUSIP No. 583543103
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13G
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Page 2 of 8 Pages
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1.
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NAMES
OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Waichun Logistics Technology Limited
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2.
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CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(see instructions)
(a) ☐
(b) ☒
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3.
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SEC
USE ONLY
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4.
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CITIZENSHIP
OR PLACE OF ORGANIZATION
Hong Kong
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NUMBER
OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
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5.
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SOLE
VOTING POWER
0
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6.
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SHARED
VOTING POWER
1,088,625
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7.
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SOLE
DISPOSITIVE POWER
0
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8.
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SHARED
DISPOSITIVE POWER
1,088,625
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9.
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AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,088,625
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10.
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CHECK
IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
(see instructions) ☐
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11.
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PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
8.69%
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12.
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TYPE
OF REPORTING PERSON (see instructions)
OO
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CUSIP No. 583543103
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13G
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Page 3 of 8 Pages
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1.
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NAMES
OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Hui Xian
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2.
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CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(see instructions)
(a) ☐
(b) ☒
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3.
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SEC
USE ONLY
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4.
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CITIZENSHIP
OR PLACE OF ORGANIZATION
China
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NUMBER
OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
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5.
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SOLE
VOTING POWER
0
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6.
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SHARED
VOTING POWER
1,088,625
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7.
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SOLE
DISPOSITIVE POWER
0
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8.
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SHARED
DISPOSITIVE POWER
1,088,625
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9.
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AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,088,625
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10.
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CHECK
IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
(see instructions) ☐
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11.
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PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
8.69%
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12.
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TYPE
OF REPORTING PERSON (see instructions)
IN
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CUSIP No. 583543103
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13G
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Page 4 of 8 Pages
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Item
1(a). Name of Issuer:
Mechanical
Technology, Incorporated (the “Issuer”)
Item
1(b). Address of Issuer’s Principal Executive Offices:
The
Issuer’s principal executive offices are located at 325 Washington Avenue Extension, Albany, NY 12205.
Item
2(a). Names of Persons Filing:
This statement is filed by:
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(i)
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Waichun
Logistics Technology Limited, a Hong Kong limited liability company (“Waichun Logistics”); and
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(ii)
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Hui
Xian (“Mr. Xian”).
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The
foregoing persons are hereinafter sometimes collectively referred to as the (“Reporting Persons”). Any disclosures
herein with respect to persons other than the Reporting Persons are made on information and belief after making inquiry to the
appropriate party.
The
Reporting Persons have entered into a Joint Filing Agreement, a copy of which is filed with this Schedule 13G as Exhibit 1, pursuant
to which they have agreed to file this Schedule 13G jointly in accordance with the provisions of Rule 13d-1(k) of the Act.
The
filing of this statement should not be construed in and of itself as an admission by any Reporting Person as to beneficial ownership
of the securities reported herein.
Item
2(b). Address of Principal Business Office or, if none, Residence:
The
principal business address of Waichun Logistics is RM 903-4 9/F Wing On Plaza No. 62 Mody Road, Tsim Sha Tsui, Hong Kong, Hong
Kong. The address of Mr. Xian is 5A502 Zhenshan Dao, Lanjiangshandi Huayuan 2 qi, Futian District, Shenzhen, China.
Item
2(c). Citizenship:
Waichun
Logistics is a limited liability company organized under the laws of Hong Kong. Mr. Xian is a citizen of China.
Item
2(d). Title of Class of Securities:
The
title of the class of securities to which this statement relates is Common Stock, par value $0.001.
Item
2(e). CUSIP Number:
583543103
CUSIP No. 583543103
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13G
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Page 5 of 8 Pages
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Item
3. If This Statement is Filed Pursuant to §§240.13d-1(b) or 240.13d-2(b) or (c), Check Whether the Person Filing is
a:
Not
applicable.
Item
4. Ownership.
The
information required by this item with respect to each Reporting Person is set forth in Rows 5 through 9 and 11 of the cover page
to this Schedule 13G and is incorporated herein by reference for each such Reporting Person. The ownership percentages reported
are based on (i) 12,309,117 shares of Common Stock outstanding as reported in the Issuer’s prospectus on Form 424B1, filed
with the U.S. Securities and Exchange Commission on April 28, 2021, and (ii) 217,725 shares of Common Stock upon exercise of the
common stock purchase warrants held by the Reporting Persons
As
of the date hereof, Waichun Logistics is the beneficial owner of 1,088,625 shares of Common Stock (the “Shares”).
Waichun Logistics has the power to dispose of and the power to vote the Shares beneficially owned by it, which power may be exercised
by its Chief Executive Officer, Mr. Xian. Mr. Xian, as Chief Executive Officer of Waichun Logistics, has the power to vote and/or
dispose of the Shares beneficially owned by Waichun Logistics. Mr. Xian does not directly own any Shares of the Issuer. By reason
of the provisions of Rule 13d-3 of the Act, Mr. Xian may be deemed to beneficially own the Shares beneficially owned by Waichun
Logistics.
Item
5. Ownership of Five Percent or Less of a Class.
If
this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial
owner of more than five percent of the class of securities, check the following ☐.
Item
6. Ownership of More than Five Percent on Behalf of Another Person.
Not
applicable.
CUSIP No. 583543103
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13G
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Page 6 of 8 Pages
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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.
Not
applicable.
Item
9. Notice of Dissolution of Group.
Not
applicable.
Item
10. Certification.
By
signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are
not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were
not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than
activities solely in connection with a nomination under § 240.14a-11.
CUSIP No. 583543103
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13G
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Page 7 of 8 Pages
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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.
Date:
May 10, 2021
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WAICHUN
LOGISTICS
TECHNOLOGY LIMITED
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/s/
Hui Xian
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Name:
Hui Xian
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Title:
Chief Executive Officer
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/s/
Hui Xian
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Hui
Xian
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CUSIP No. 583543103
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13G
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Page 8 of 8 Pages
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EXHIBIT
1
JOINT
FILING AGREEMENT
PURSUANT
TO RULE 13d-1(k)
The
undersigned acknowledge and agree that the foregoing statement on Schedule 13G is filed on behalf of each of the undersigned and
that all subsequent amendments to this statement on Schedule 13G shall be filed on behalf of each of the undersigned without the
necessity of filing additional joint filing agreements. The undersigned acknowledge that each shall be responsible for the timely
filing of such amendments, and for the completeness and accuracy of the information concerning him or it contained herein and
therein, but shall not be responsible for the completeness and accuracy of the information concerning the others, except to the
extent that he or it knows or has reason to believe that such information is inaccurate. The undersigned hereby further agree
that this Joint Filing Agreement may be executed in any number of counterparts, each of which when so executed shall be deemed
to be an original, but all of which counterparts shall together constitute one and the same instrument.
Date:
May 10, 2021
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WAICHUN
LOGISTICS
TECHNOLOGY LIMITED
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/s/
Hui Xian
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Name:
Hui Xian
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Title:
Chief Executive Officer
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/s/
Hui Xian
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Hui
Xian
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