Form SC 13G - Statement of acquisition of beneficial ownership by individuals
February 14 2024 - 11:15AM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. )*
SHENGFENG DEVELOPMENT LIMITED
(Name of Issuer)
Class A Ordinary Shares, par value $0.0001 per
share
(Title of Class of Securities)
G8117B101
(CUSIP Number)
December 31, 2023
(Date of Event Which Requires Filing of This Statement)
Check the appropriate box to designate the rule pursuant to which this
Schedule is filed:
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☐ |
Rule 13d-1(b) |
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☐ |
Rule 13d-1(c) |
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☒ |
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.
G8117B101 |
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Page 1 of 6 |
1. |
Names of Reporting Persons
Prime Link Capital International Limited |
2. |
Check the Appropriate Box if a Member of a Group
(a) ☐
(b) ☐ |
3. |
SEC Use Only
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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
3,074,000 |
7. |
Sole Dispositive Power
0 |
8. |
Shared Dispositive Power
3,074,000 |
9. |
Aggregate Amount Beneficially Owned by Each Reporting Person
3,074,000 |
10. |
Check if the Aggregate Amount in Row (9) Excludes Certain Shares ☐
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11. |
Percent of Class Represented by Amount in Row (9)
7.6%* |
12. |
Type of Reporting Person
FI |
* |
Percentage of class is calculated based on 40,617,513 Class A Ordinary Shares outstanding as of December 31, 2023, which information was provided by the Issuer to the Reporting Persons on December 31, 2023. |
CUSIP No.
G8117B101 |
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Page 2 of 6 |
1. |
Names of Reporting Persons
Jinyuan Huang* |
2. |
Check the Appropriate Box if a Member of a Group
(a) ☐
(b) ☐ |
3. |
SEC Use Only
|
4. |
Citizenship or Place of Organization
China |
Number of
Shares
Beneficially
Owned by
Each Reporting
Person With: |
5. |
Sole Voting Power
0 |
6. |
Shared Voting Power
3,074,000 |
7. |
Sole Dispositive Power
0 |
8. |
Shared Dispositive Power
3,074,000 |
9. |
Aggregate Amount Beneficially Owned by Each Reporting Person
3,074,000 |
10. |
Check if the Aggregate Amount in Row (9) Excludes Certain Shares ☐
|
11. |
Percent of Class Represented by Amount in Row (9)
7.6%** |
12. |
Type of Reporting Person
IN |
* |
Represents 3,074,000 Class A Ordinary Shares held through Prime Link Capital International Limited, which is 100% owned by Jinyuan Huang, as of December 31, 2023. |
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** |
Percentage of class is calculated based on 40,617,513 Class A Ordinary Shares outstanding as of December 31, 2023, which information was provided by the Issuer to the Reporting Persons on December 31, 2023. |
CUSIP No.
G8117B101 |
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Page 3 of 6 |
ITEM 1.
(a) Name of Issuer: Shengfeng
Development Limited
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(b) Address of Issuer’s Principal Executive Offices: Shengfeng Building, No. 478 Fuxin East Road, Jin’an District, Fuzhou |
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City, Fujian Province, People’s Republic of China, 350001 |
ITEM 2.
2(a) Name of Person Filing:
(i) Prime Link Capital International
Limited
(ii) Jinyuan Huang
2(b) Address of Principal
Business Office, or if None, Residence:
(i) Prime Link Capital International
Limited
4th Floor, Water’s
Edge Building, Meridian Plaza, Road Town, Tortola, VG1110, British Virgin Islands
(ii) Jinyuan Huang
4th Floor, Water’s
Edge Building, Meridian Plaza, Road Town, Tortola, VG1110, British Virgin Islands
2(c) Citizenship:
(i) Prime Link Capital International
Limited
British Virgin Islands
(ii) Jinyuan Huang
China
2(d) Title of Class of Securities:
Class A Ordinary Shares, par value $0.0001
per share
2(e) CUSIP Number:
G8117B101
ITEM 3. IF THIS STATEMENT IS FILED PURSUANT
TO SS.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 requested in these paragraphs
is incorporated herein by reference to the cover pages to this Schedule 13G.
CUSIP No.
G8117B101 |
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Page 4 of 6 |
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.
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. CERTIFICATIONS.
Not applicable.
CUSIP No.
G8117B101 |
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Page 5 of 6 |
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.
Date: February 14, 2024
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Prime Link Capital International Limited
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By: |
/s/ Jinyuan Huang |
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Name: |
Jinyuan Huang |
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Title: |
Director |
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/s/ Jinyuan Huang |
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Name: |
Jinyuan Huang |
The original statement shall
be signed by each person on whose behalf the statement is filed or his authorized representative. If the statement is signed on behalf
of a person by his authorized representative other than an executive officer or general partner of the filing person, evidence of the
representative’s authority to sign on behalf of such person shall be filed with the statement, provided, however, that a power of
attorney for this purpose which is already on file with the Commission may be incorporated by reference. The name and any title of each
person who signs the statement shall be typed or printed beneath his signature.
CUSIP No.
G8117B101 |
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Page 6 of 6 |
LIST OF EXHIBITS
Exhibit 99.1
JOINT
FILING AGREEMENT
In accordance with Rule
13d-1(k) promulgated under the Securities Exchange Act of 1934, as amended, the undersigned hereby agree to the joint filing with all
other Reporting Persons (as such term is defined in the Schedule 13G referred to below) on behalf of each of them of a statement on Schedule
13G (including amendments thereto) with respect to the Class A Ordinary Shares, par value of US$0.0001 per share, of Shengfeng Development
Limited, a Cayman Islands exempted company, and that this Agreement may be included as an exhibit to such joint filing. This Agreement
may be executed in any number of counterparts, all of which taken together shall constitute one and the same instrument.
IN WITNESS WHEREOF, the undersigned hereby execute
this Agreement as of February 14, 2024.
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Prime Link Capital International Limited
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By: |
/s/ Jinyuan Huang |
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Name: |
Jinyuan Huang |
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Title: |
Director |
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/s/ Jinyuan Huang |
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Name: |
Jinyuan Huang |
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